0000857855 us-gaap:LoansReceivableMember us-gaap:CommercialPortfolioSegmentMember ucbi:CommercialAndIndustrialClassificationMember 2016-12-31



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2017

2019

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 001-35095

UNITED COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

Georgia 58-1807304
(State or other jurisdiction of incorporation or organization)incorporation) (I.R.S. Employer Identification No.)
125 Highway 515 East  
125 Highway 515 East, Blairsville,Georgia 30512
(Address of principal executive offices) (Zip Code)code)

Registrant’s telephone number, including area code: (706) (706) 781-2265

Securities registered pursuant to Section 12(b) of the Act: None

Name of exchange on which registered: Nasdaq Global Select

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $1 per shareUCBINasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1.00 par value

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesxNo¨

Indicate by check mark if the registrant is not required to file reports pursuant to SectionsSection 13 or Section 15(d) of the Act.  Yes¨Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by SectionsSection 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨(Do not check if a smallerSmaller reporting company)companySmaller Reporting Company¨
 Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,947,033,771$2,247,034,684 (based on shares held by non-affiliates at $27.80$28.56 per share, the closing stock price on the Nasdaq stock market on June 30, 2017)28, 2019).

As of February 1, 2018, 79,110,975January 31, 2020, there were 78,942,146 shares of common stock were issued and outstanding. Also outstanding were presently exercisable options to acquire 53,287 shares, presently exercisable warrants to acquire 219,909 shares and 599,932 shares issuable under United Community Banks, Inc.’s deferred compensation plan.

common stock issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 20182020 Annual Meeting of Shareholders to be held on May 16, 2020 (the “2020 Proxy Statement”) are incorporated herein into Part III by reference.

  





INDEX

  
   
   
  
   
   
  
   
   
  
   
   
 
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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, information appearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward-looking statements are neither statements of historical fact nor assurance of future performance and generally can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or “anticipates”, or similar expressions. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions or events, and statements about our future performance, operations, products and services, and should be viewed with caution.

Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are out of our control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements. Except as required by law, we expressly disclaim any obligations to publicly update any forward-looking statements whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, in addition to those described in detail under Items 1A of this Report - “Risk Factors” - include, but are not limited to the following:

the condition of the general business, political, and economic environment, banking system and financial markets and corresponding changes in loan underwriting, credit review or loss policies associated with changes in these and other conditions, such as the regulatory environment;
strategic, market, operational, liquidity and interest rate risks associated with our business;
continuation of historically low interest rates coupled with other potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Federal Reserve, the discontinuation of London Interbank Offered Rate (“LIBOR”) as an interest rate benchmark, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets;
our lack of geographic diversification and any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate;
the risks of expansion into new geographic or product markets;
risks with respect to future mergers or acquisitions, including our ability to successfully expand and complete acquisitions and integrate businesses and operations that we acquire;
our ability to attract and retain key employees;
competition from financial institutions and other financial service providers including financial technology providers and our ability to attract customers from other financial institutions;
losses due to fraudulent and negligent conduct of our customers, third party service providers or employees;
cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;
our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;
the availability of and access to capital;
legislative, regulatory or accounting changes that may adversely affect us;
changes in the allowance for loan losses resulting from the adoption and implementation of the new Current Expected Credit Loss (“CECL”) methodology;
adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory proceedings, examinations, investigations, or similar matters, or developments related thereto;
deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses that exceed our current allowance for loan losses;
limitations on our ability to receive dividends from our subsidiaries which would affect our liquidity, including our ability to pay dividends or take other capital actions;
other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.


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PART I

ITEM 1.          BUSINESS.

Unless the context otherwise requires, the terms “we,” “our,” “us” or “United” refer to United Community Banks, Inc. (“United”),and its direct and indirect subsidiaries, including United Community Bank, which we sometimes refer to as “the Bank,” “our bank subsidiary” or “our bank.” References to the “Holding Company” refer to United Community Banks, Inc. on an unconsolidated basis. References herein to the fiscal years 2015, 2016, 2017, 2018 and 2019 mean our fiscal years ended December 31, 2015, 2016, 2017, 2018 and 2019, respectively.

ITEM 1.    BUSINESS.

Overview

We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), was incorporated under the laws of Georgiawith approximately $12.9 billion in 1987 and commenced operations in 1988 by acquiring 100% of the outstanding shares of Union County Bank, Blairsville, Georgia, now known as United Community Bank, Blairsville, Georgia (the “Bank”).

Since the early 1990s, United has actively expanded its market coverage through organic growth complemented by selective acquisitions, primarily of banks whose managements share United’s community banking and customer service philosophies. Although those acquisitions have directly contributed to United’s growth, their contribution has primarily been to provide United access to new markets with attractive organic growth potential. Organic growth in assets includes growth through existing offices as well as growth at de novo locations and post-acquisition growth at acquired banking offices.

To emphasize its commitment to community banking, United conducts substantially all of its operations through a community-focused operating model of separate “community banks”, which as of December 31, 2017, operated at 156 locations2019. We were incorporated in 1987 and began operations in 1988 in the state of Georgia by acquiring the capital stock of the Bank, a Georgia state-chartered bank that opened in 1950. We have since grown through a combination of acquisitions and strategic growth throughoutmarkets in the Georgia, South Carolina, North Carolina and Tennessee.The community banks offerTennessee markets, as well as nationally through our United States Small Business Administration / United States Department of Agriculture (“SBA/USDA”) lending and equipment finance businesses. As of January 31, 2020, we had 2,309 full-time equivalent employees.


We provide a full rangewide array of retailcommercial and corporateconsumer banking services, including checking, savings and time deposit accounts, secured and unsecured loans, mortgage loans, payment services, wire transfers, brokerage, investment advisory services and other related financial services to our customers. Our business model combines the commitment to exceptional customer service of a local bank with the products and expertise of a larger institution. We believe that this combination of service and expertise sets us apart and is instrumental in our strategy to build long-term relationships. We operate as a locally-focused community bank, supplemented by experienced, centralized support to deliver products and services to our larger, more sophisticated, customers. Our organizational structure reflects these strengths, with local leaders for each market and market advisory boards operating in partnership with the product experts of our Commercial Banking Solutions unit.

Our revenue is primarily derived from interest on and fees received in connection with the loans we make and from interest and dividends from our investment securities and short-term investments. The principal sources of funds for our lending activities are customer deposits, repayment of loans, and the sale and maturity of investment securities. Our principal expenses are interest paid on deposits and other borrowings and operating and general administrative expenses.
Lending Activities

We offer a full range of lending services, including real estate, consumer and commercial loans, to individuals, small businesses, mid-sized commercial businesses and non-profit organizations. We also originate loans partially guaranteed by the SBA and to a lesser extent by the USDA loan programs. Our consolidated loans at December 31, 2019 were $8.81 billion, or 68% of total consolidated assets. The interest rates that we charge on loans varies with the degree of risk, maturity and amount of the loan, and are led by local bank presidents (referredfurther subject to herein as the “Community Bank Presidents”)competitive pressures, deposit costs, availability of funds and management withgovernment regulations.

The most significant experience in, and tiescategories of our loans are those to their communities. Each of the Community Bank Presidents has authority, alone or with other local officers, to make most credit decisions. In recent years, United has developed a number of specialized lending areas focusing on asset-based lending, commercialfinance owner occupied real estate, middlecommercial income property, commercial and industrial equipment and operating loans, and consumer loans secured by personal residences. A majority of our loans are made on a secured basis.

The majority of our loans are to customers located in the immediate market businesses, United States Small Business Administration (“SBA”)areas of our banking locations in Georgia, South Carolina, North Carolina and United States DepartmentTennessee, including customers who have a seasonal residence in our market areas. We originate a significant portion of Agriculture (“USDA”) guaranteedour SBA/USDA and equipment finance loans senior living, builder finance and renewable energy. Although the specialized lending areas have their ownon a national basis, to customers they also work with the community banks to provide their specialized lending expertise to better serve their customers. This partnership helps United position itself as a community bank with large bank resources. Management believes that this operating model provides a competitive advantage.

The Bank, through itsoutside of our immediate market areas.


Our full-service retail mortgage lending division, United Community Mortgage Services (“UCMS”), is approved as a seller/servicer for the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and provides fixed and adjustable-rate home mortgages. During 2017,2019, the Bank originated $745 million of$1.10 billion in residential mortgage loans throughout its footprint in Georgia, North Carolina, Tennessee and South Carolina for the purchase of homes and to refinance existing mortgage debt. The majority of these mortgages were sold into the secondary market without recourse to the Bank,us, other than for breaches of warranties. With the acquisition of The Palmetto Bank in late 2015, United began retainingWe retain the servicing on most of itsour mortgage production. United’s residential mortgageloans originated and sold since 2016. At December 31, 2019, our servicing portfolio included $847 million in$1.60 billion of loans at December 31, 2017.

The Bank owns an insurance agency, United Community Insurance Services, Inc. (“UCIS”), known as United Community Advisory Services, which is a subsidiary of the Bank. United also owns a captive insurance subsidiary, United Community Risk Management Services, Inc. (“UCRMSI”) that provides risk management serviceswe no longer own but service for United’s subsidiaries. Another Bank subsidiary, United Community Payment Systems, LLC (“UCPS”), provides payment processing services for the Bank’s commercial and small business customers. UCPS is a joint venture with Security Card Services, LLC, a merchant services provider headquartered in Oxford, Mississippi and owned by First Data Corporation.

United produces fee revenue through its sale of non-deposit investment products. Those products are sold by employees of United who are licensed financial advisors doing business as United Community Advisory Services. United has an affiliation with a third party broker/dealer, Linsco Private Ledger, to facilitate this line of business.

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others.


Forward-Looking Statements

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act’), and Section 21E of the Securities Exchange Act of 1934, (the “Exchange Act”), about United and its subsidiaries. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or “anticipates” or the negative thereof or comparable terminology. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions, and statements about the future performance, operations, products and services of United and its subsidiaries. We caution our shareholders and other readers not to place undue reliance on such statements.



Our businesses and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following factors:

·the condition of the general business and economic environment;
·the results of our internal credit stress tests may not accurately predict the impact on our financial condition if the economy were to deteriorate;
·our ability to maintain profitability;
·our ability to fully realize the balance of our net deferred tax asset, including net operating loss carryforwards;
·the impact of lower federal income tax rates on the carrying amount of our deferred tax asset;
·the impact of the Tax Cuts and Jobs Act of 2017 and related regulations (the “Tax Act”);
·the risk that we may be required to increase the valuation allowance on our net deferred tax asset in future periods;
·the condition of the banking system and financial markets;
·our ability to raise capital;
·our ability to maintain liquidity or access other sources of funding;
·changes in the cost and availability of funding;
·the success of the local economies in which we operate;
·our lack of geographic diversification;
·our concentrations of residential and commercial construction and development loans and commercial real estate loans are subject to unique risks that could adversely affect our earnings;
·changes in prevailing interest rates may negatively affect our net income and the value of our assets and other interest rate risks;
·our accounting and reporting policies;
·if our allowance for loan losses is not sufficient to cover actual loan losses;
·losses due to fraudulent and negligent conduct of our loan customers, third party service providers or employees;
·risks related to our communications and information systems, including risks with respect to cybersecurity breaches;
·our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
·competition from financial institutions and other financial service providers;
·risks with respect to our ability to successfully expand and complete acquisitions and integrate businesses and operations that are acquired;
·deteriorating conditions in the stock market, the public debt market and other capital markets;
·the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related regulations (the “Dodd-Frank Act”);
·changes in laws and regulations or failures to comply with such laws and regulations;
·changes in regulatory capital and other requirements;
·the costs and effects of litigation, examinations, investigations, or similar matters, or adverse facts and developments related thereto;
·possible regulatory or judicial proceedings, board resolutions, informal memorandums of understanding or formal enforcement actions imposed by regulators;
·changes in tax laws, regulations and interpretations or challenges to our income tax provision; and
·our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures.

Additional information with respect to factors that may cause actual results to differ materially from those contemplated by such forward-looking statements may also be included in other reports that United files with the Securities and Exchange Commission (the “SEC”). United cautions that the foregoing list of factors is not exclusive, and not to place undue reliance on forward-looking statements. United does not intend to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Form 10-K.

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The financial statements and information contained herein have not been reviewed, or confirmed for accuracy or relevance, by the Federal Deposit Insurance Corporation (the “FDIC”).

Monetary Policy and Economic Conditions

United’s profitability depends to a substantial extent on the difference between interest revenue received from loans, investments, and other earning assets, and the interest paid on deposits and other liabilities. These rates are highly sensitive to many factors that are beyond the control of United, including national and international economic conditions and the monetary policies of various governmental and regulatory authorities, particularly the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The instruments of monetary policy employed by the Federal Reserve include open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits.

Competition

The market for banking and bank-related services is highly competitive. United actively competes in its market areas, which include both rural and metropolitan parts of Georgia, North Carolina, Tennessee and South Carolina, with other providers of deposit and credit services. These competitors include other commercial banks, savings banks, savings and loan associations, credit unions, mortgage companies, financial technology companies and brokerage firms.

The tables on the following pages display the respective percentage of total bank and thrift deposits for the last five years in each county where the Bank has deposit operations. The tables also indicate the Bank’s ranking by deposit size in each county. All information in the tables was obtained from the FDIC Summary of Deposits as of June 30 of each year. The following information only shows market share in deposit gathering, which may not be indicative of market presence in other areas.

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Share of Local Deposit Markets by County - Banks and Savings Institutions
 
  Market Share  Rank in Market 
  2017  2016  2015  2014  2013  2017  2016  2015  2014  2013 
Atlanta, Georgia MSA                                        
Bartow  8%  8%  9%  11%  11%  6   5   5   3   3 
Carroll  9   11   10   7   7   4   4   4   5   5 
Cherokee  4   5   4   5   4   9   9   9   9   9 
Cobb  3   2   2   3   3   8   13   13   12   11 
Coweta  3   3   2   2   2   10   10   10   10   11 
Dawson  38   36   33   34   36   1   1   1   1   1 
DeKalb  1   1   1   1   1   17   16   16   16   18 
Douglas  1   1   1   2   2   11   11   11   11   12 
Fayette  8   8   7   7   7   5   6   7   6   5 
Forsyth  6   6   7   8   7   8   8   5   4   6 
Fulton  1   1   1   1   1   18   20   21   21   20 
Gwinnett  2   3   3   3   3   9   7   7   7   7 
Henry  8   7   7   7   6   6   6   6   6   6 
Newton  3   3   3   3   3   7   7   8   8   8 
Paulding  -   4   4   4   4   -   9   9   9   9 
Pickens  7   6   7   7   6   5   5   5   4   5 
Rockdale  9   9   9   9   12   5   5   5   6   4 
Walton  2   2   2   1   2   10   10   10   10   10 
Gainesville, Georgia MSA                                        
Hall  11   11   12   12   12   4   4   4   4   4 
North Georgia                                        
Chattooga  42   42   43   44   43   1   1   1   1   1 
Fannin  56   56   57   55   50   1   1   1   1   1 
Floyd  10   16   15   15   15   3   3   3   3   4 
Gilmer  33   35   27   27   26   1   1   2   2   2 
Habersham  24   22   22   22   23   2   2   2   2   2 
Jackson  8   8   8   8   7   6   5   5   6   7 
Lumpkin  33   30   30   29   29   1   1   1   2   2 
Rabun  18   17   16   15   14   3   3   3   3   3 
Towns  56   54   50   53   50   1   1   1   1   1 
Union  84   84   87   84   84   1   1   1   1   1 
White  46   48   47   47   48   1   1   1   1   1 

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Share of Local Deposit Markets by County - Banks and Savings Institutions, continued
 
  Market Share  Rank in Market 
  2017  2016  2015  2014  2013  2017  2016  2015  2014  2013 
                               
Tennessee                                        
Blount  1   1   2   1   1   12   12   12   14   12 
Bradley  5   5   7   5   5   9   8   7   8   7 
Knox  1   1   1   1   1   14   15   11   27   30 
Loudon  46   49   51   15   15   1   1   1   3   3 
Monroe  3   2   3   3   3   7   7   7   8   8 
Roane  8   9   9   9   9   6   5   6   6   5 
Coastal Georgia                                        
Chatham  2   2   2   2   2   9   9   9   9   9 
Glynn  10   10   7   14   12   5   4   7   2   2 
Ware  4   4   3   4   3   8   8   9   9   9 
North Carolina                                        
Avery  14   14   15   15   16   4   3   3   4   4 
Cherokee  37   37   36   35   35   1   1   1   1   1 
Clay  45   45   44   44   44   1   1   1   1   1 
Duplin  9   -   -   -   -   4   -   -   -   - 
Graham  74   74   74   75   71   1   1   1   1   1 
Hartnett  2   -   -   -   -   9   -   -   -   - 
Haywood  11   10   11   10   11   5   6   6   6   6 
Henderson  5   5   4   3   3   9   9   9   10   10 
Jackson  31   30   31   30   28   1   1   1   1   1 
Johnston  20   -   -   -   -   2   -   -   -   - 
Macon  5   5   4   6   7   6   5   6   6   5 
Mitchell  58   42   41   36   34   1   1   1   1   1 
Swain  19   17   15   15   17   2   2   2   2   2 
Transylvania  18   17   17   16   14   3   3   3   3   3 
Wake  1   -   -   -   -   15   -   -   -   - 
Watauga  2   2   2   2   2   10   11   11   11   11 
Yancey  19   19   19   19   20   3   2   2   3   2 
South Carolina                                        
Abbeville  10   10   10   -   -   5   5   5   -   - 
Anderson  4   4   4   -   -   10   10   10   -   - 
Beaufort  1   2   -   -   -   17   16   -   -   - 
Charleston  1   2   -   -   -   14   13   -   -   - 
Cherokee  10   10   11   -   -   5   5   5   -   - 
Dorchester  3   4   -   -   -   12   9   -   -   - 
Greenville  4   4   4   1   -   9   9   9   27   - 
Greenwood  10   11   11   -   -   5   4   5   -   - 
Horry  7   2   -   -   -   5   15   -   -   - 
Laurens  36   34   35   -   -   1   1   1   -   - 
Oconee  1   1   2   -   -   11   11   11   -   - 
Pickens  1   1   1   -   -   11   13   12   -   - 
Spartanburg  3   3   3   -   -   8   10   11   -   - 

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Loans

The Bank makes both secured and unsecured loans to individuals and businesses. Secured loans include first and second real estate mortgage loans and commercial loans secured by non-real estate assets. The Bank also makes direct loans to consumers on both a secured and unsecured basis.

Specific risk elements associated with the Bank’s lending categories include, but are not limited to:

Loan TypePercentage
of Portfolio
Risk Elements
Commercial real estate - owner occupied25%General economic conditions; consumer spending; effect of rising interest rates; market's loosening of credit underwriting standards and structures; and business confidence.
Commercial real estate - income producing21%Effect of rising interest rates, supply and demand of property type; consumer sentiment; business confidence; effect of financial markets, general economic conditions in the U.S and abroad and recovery of operating fundamentals.
Commercial and industrial15%Industry concentrations; inability to monitor the condition of collateral (inventory, accounts receivable and other non-real estate assets); use of specialized or obsolete equipment as collateral; insufficient cash flow from operations to service debt payments; declines in general economic conditions.
Commercial construction9%Effect of rising interest rates;  changes in market demand for property; deterioration of operating fundamentals; market's loosening of credit underwriting standards and structures; and fluctuations in both the debt and equity markets.
Residential mortgage13%Loan portfolio concentrations; changes in general economic conditions or in the local economy; loss of borrower’s employment; insufficient collateral value due to decline in property value; rising interest rates; and consumer sentiment.
Home equity lines of credit9%Unemployment and underemployment levels; rise in interest rates; household income growth; declining home values reducing the amount of equity; lines of credit nearing their "end-of-draw" period; effect of tax reform on interest deductibility.
Residential construction2%Inadequate long-term financing arrangements; inventory levels; cost overruns, changes in market demand for property; rising interest rates.
Consumer direct2%Consumer sentiment; elevated umemployment and underemployment in many of our local markets; household income stagnation; and increases in consumer prices.
Indirect auto4%Consumer sentiment; unemployment and underemployment levels; rise in interest rates; increases in consumer prices; decline in household income and loosening of credit structures; decline in vehicle values.

Lending Policy

The Bank makes loans primarily to persons or businesses that reside, work, own property, or operate in its primary market areas, except for specific lending strategies such as SBA and franchise lending. Unsecured loans are generally made only to persons who qualify for such credit based on their credit history, net worth, income and liquidity. Secured loans are made to persons who are well established and have the credit history, net worth, collateral, and cash flow to support the loan. Exceptions to the Bank’s policies are permitted on a case-by-case basis. Major policy exceptions require an approving officer to document the reason for the exception. Loans exceeding a lending officer’s credit limit must be approved through a credit approval process involving Regional Credit Managers. Consumer loans are approved through centralized consumer credit centers.

United’s Credit Administration departmentorganization provides each lending officer with written guidelines for lending activities, as approved by the Bank’s Board of Directors. Limitedand limited lending authority is delegated to lending officers as authorized by the Bank’s Board of Directors.officers. Loans in excess of individual officer credit authority must be approved by a senior officer with sufficient approval authority delegated by Credit Administration as authorizedour credit organization or by the Bank’s Board of Directors. Theour Senior Credit Committee approves loans where the total relationship exposure exceeds $8.5 million. At December 31, 2017, the Bank’s secured legal lending limit was $293 million; however, the Board of Directors has established an internal lending guideline of $30 million and an individual real estate project guideline of $18 million.

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Committee.


Commercial Lending

United utilizes its

Our Regional Credit Managers andOfficers, Senior Credit Officers, toand Senior Risk Officers provide credit approval and portfolio administration support for our commercial loans to the Banklending operations as needed. TheOur Regional Credit ManagersOfficers have lending authority set by our Chief Commercial Credit AdministrationOfficer based on characteristics of the markets they serve. The Regional Credit Managers also provide credit underwriting support as needed by the community banks they serve. For commercial loansloan relationships less than $250,000, United utilizes$500,000, we use a centralized small business lending/underwriting department.

Consumer Credit Center


United has


We have a centralized consumer credit center that provides underwriting, regulatory disclosure and document preparation for all consumer loan requests originated by the bank’s marketour lenders. Applications are processed through an automated loan origination software platform and decisionedapproved by the credit center underwriters.

Loan Review and Nonperforming Assets

United’s


Our Loan Review Department reviews, or engages an independent third party to review, the Bank’sour loan portfolio on an ongoing basis to identify any weaknesses in the portfolio and to assess the general quality of credit underwriting. The results of such reviews are presented to Executive Management,our executive management.
For additional information regarding our lending activity, see the Community Bankers, Commercial Banking Solutions, Credit Administration Managementsection captioned “Loans” in the “Balance Sheet Review” section of Part II, Item 7 of this Report - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Deposit Activities

Deposits are the major source of our funds for lending and other investment activities. We offer our customers a variety of deposit products, including checking accounts, savings accounts, money market accounts and other deposit accounts, through multiple channels, including our network of full-service branches and our online, mobile and telephone banking platforms. We consider the majority of our regular savings, demand, negotiable order of withdrawal (“NOW”) and money market deposit accounts to be core deposits. Generally, we attempt to maintain the rates paid on our deposits at a competitive level. We generate the majority of our deposits from customers in our local markets. For additional information regarding our deposit accounts, see the section captioned “Deposits” in Part II, Item 7 of this Report - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Investments

We use our investment portfolio to provide for the investment of excess funds at acceptable risks levels while providing liquidity to fund loan demand or to offset fluctuations in deposits. Our portfolio consists primarily of residential and commercial mortgage-backed securities and U.S. Department of the Treasury (“U. S. Treasury”) and agency and municipal obligations. Most of the securities are classified by us as available-for-sale and recorded on our balance sheet at market value at each balance sheet date. Any change in market value on available-for-sale securities is recorded directly in our shareholders’ equity account and is not recognized in our income statement unless the security is sold or unless it is impaired and the Risk Committee of the Board of Directors. If an individual borrower hasimpairment is other than temporary.

Insurance, Merchant Services and Wealth Management

We own a significant weakness identified during the review process, thecaptive insurance subsidiary, NLFC Reinsurance Corp., which provides reinsurance on a property insurance contract covering equipment financed by our equipment financing division and risk rating of the loans to that borrower will be downgraded to the classification that most closely matches the current risk level. The review process also providesmanagement services for the upgrade of loans that show improvement since the last review. Since each borrower in a credit relationship may have a different credit structure, source of repaymentus and guarantors, loans to different borrowers in a relationship can be assigned different risk ratings.our subsidiaries.

We provide payment processing services for our commercial and small business customers through United adopted a dual risk rating system for commercial loans whereby risk is defined at the obligor level and the facility level. The obligor risk rating assigns a rating based on qualitative and quantitative metrics that measure the financial viability of the borrower which is an estimate of the probability that the borrower will default. The facility risk rating considers the loss protection provided by assigned collateral factoring in control and the loan-to-value ratio. This rating estimates the probability of loss once the borrower has defaulted.

Under United’s 10-tier loan grading system for commercial loans, grades 1 through 6 are considered “pass” (acceptable) credit risk, grade 7Community Payment Systems, LLC (“UCPS”). UCPS is a “watch” rating, and grades 8 through 10 are “adversely classified” credits that require management’s attention. The entire 10-grade rating scale provides for a higher numeric rating for increased risk. For example, a risk rating of 1 is the least risky of all credits and would be typical of an investment grade borrower. Risk ratings of 2 through 6 in the pass category each have incrementally more risk. The four criticized list credit ratings and rating definitions are:

7 (Watch) Loans in this category are presently protected from apparent loss; however weaknesses exist that could cause future impairment, including the deterioration of financial ratios, past due status and questionable management capabilities. These loans require more than the ordinary amount of supervision. Collateral values generally afford adequate coverage, but may not be immediately marketable.
8 (Substandard)   These loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged. Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. There is the distinct possibility that United will sustain some loss if deficiencies are not corrected. If possible, immediate corrective action is taken.
9 (Doubtful)Specific weaknesses characterized as Substandard that are severe enough to make collection in full highly questionable and improbable. There is no reliable secondary source of full repayment.
10 (Loss)Loans categorized as Loss have the same characteristics as Doubtful, however, loss is certain. Loans classified as Loss are charged-off.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Consumer loans are part of a pass / fail grading system designed to segment loans based upon the risk of default resulting in a loss to the Bank. Specifically, a failed credit will be a loan that has an increased risk of default that could result in a loss to the Bank.

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In addition, Credit Administration, with supervision and input from the Accounting Department, prepares a quarterly analysis to determine the adequacy of the Allowance for Credit Losses (“ACL”). The ACL is comprised of the allowance for loan losses and the allowance for unfunded commitments. The allowance for loan losses analysis starts with total loans and subtracts loans fully secured by deposit accounts atjoint venture between the Bank and Security Card Services, LLC, a merchant services provider.


We generate fee revenue through the portionsale of non-deposit investment products and insurance products, including life insurance, long-term care insurance and tax-deferred annuities, to our customers. Those products are sold by employees who are licensed financial advisors doing business as United Community Advisory Services. We have an affiliation with a third party broker/dealer, LPL Financial, to facilitate this line of business.

Competition

We compete in the highly competitive banking and financial services industry. Our profitability depends principally on our ability to effectively compete in the markets in which we conduct business.

We experience strong competition from both bank and non-bank competitors. Broadly speaking, we compete with national banks, super-regional banks, smaller community banks, credit unions, non-traditional internet-based banks and insurance companies. We


also compete with other financial intermediaries and investment alternatives such as mortgage companies, credit card issuers, leasing companies, finance companies, money market mutual funds, brokerage firms, governmental and corporate bond issuers, and other securities firms. Many of these non-bank competitors are not subject to the same regulatory oversight, which can provide them a competitive advantage in some instances. In many cases, our competitors have substantially greater resources and offer certain services that we are unable to provide to our customers.

We encounter strong pricing competition in providing our services, particularly in making loans guaranteedand attracting deposits. Additionally, other banks offer different products or services from those that we provide. The larger national and super-regional banks may have significantly greater lending limits and may offer additional products. We attempt to compete successfully with our competitors, regardless of their size, by emphasizing customer service while continuing to provide a wide variety of services.

We expect competition in the industry to continue to increase mainly as a result of the improvement in financial technology used by both existing and new banking and financial services firms. Competition may further intensify as additional companies enter the markets where we conduct business, competitors combine to present more formidable challengers and we enter mature markets in accordance with our expansion strategy.

Acquisitions and Expansion

We look for opportunities to expand into attractive markets in which we believe our operating model will be successful. We have entered new markets and expanded our product offerings both by establishing new branches and service locations and selective acquisitions of existing market participants. We have developed a number of commercial lending businesses organically, which provide local commercial real estate, middle market, senior living, renewable energy, builder finance and asset-based lending services. We generally seek merger or acquisition partners that share a similar culture and commitment to customer service. Acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution to our book value and net income per share may occur with any future transactions. Our goal is to maintain a reasonable earn-back period of any dilution, using realistic assumptions as to growth and expense reductions, as well as to achieve a return on investment superior to that achieved through de novo expansion. Our ability to engage in any merger or acquisition will depend upon approval from various bank regulatory authorities, which will be subject to a variety of factors and considerations.

Supervision and Regulation
General

Like all banks and bank holding companies, we are regulated extensively under state and federal banking laws. The regulatory framework is intended primarily for the protection of the depositors, the federal deposit insurance fund and the banking system as a whole and not for the protection of our shareholders and creditors. Certain provisions of laws and regulations affecting financial services firms are subject to further rulemaking, guidance and interpretation by the SBA or USDA, which have minimal risk of loss other than fraud-related losses. Next, all loans that are considered individually impaired are reviewedapplicable federal regulators. The Holding Company is subject to the examination and assigned a specific reserve if one is warranted. Most collateral dependent nonaccrual loans with specific reserves are charged down to net realizable valuereporting requirements of the underlying collateral. The remaining loan balance for each major loan categoryFederal Reserve and the Georgia Department of Banking and Finance (the “DBF”) and also is then multiplied by its respective estimated loss factor. Loss factors for these loans are estimated and determined based on historical loss experience by type of loan. United multiplies the annualized loss factorsubject to regulation by the calculated loss emergence period in orderSEC by virtue of its status as a public company and due to quantify the estimated incurred losses in the loan portfolio.nature of some of its businesses. The loss emergence periodBank is determined for each category of loans based on the average length of time between when a loan first becomes more than 30 days past duesubject to examination and when that loan is ultimately charged off. Management’s usereporting requirements of the loss emergence period is an estimate ofFederal Deposit Insurance Corporation (“FDIC”), the period of time from the first evidence of loss incurrence through the period of time until such losses are confirmed (or charged-off). Previously, United reported an unallocated portion of the allowance which was maintained due to imprecision in estimating loss factors and loss emergence periods, and economic and other conditions that cannot be entirely quantified in the analysis. With the incorporation of the loss emergence period into United’s allowance methodology in the first quarter of 2014, the previously unallocated balance has been allocated to other components of the allowance for loan losses.

Asset/Liability Committee

United’s Asset Liability Management Committee (“ALCO”) is composed of executive and other officersDBF and the Treasurer of United. ALCO’s primary role is to balance asset growthConsumer Financial Protection Bureau (“CFPB”). The financial statements and income generation withinformation contained herein have not been reviewed, or confirmed for accuracy or relevance, by the prudent management of interest rate risk, market risk and liquidity risk and with the need to maintain appropriate levels of capital. ALCO directs the Bank’s overall balance sheet strategy, including the acquisition and investment of funds.  At regular meetings, ALCO reviews the interest rate sensitivity and liquidity positions, including stress scenarios, the net interest margin, the investment portfolio, the funding mix andFDIC or any other variables, such as regulatory changes, monetary policy adjustments and the overall state of the economy. A more comprehensive discussion of United’s asset/liability management and interest rate risk is contained in theManagement’s Discussion and Analysis (Part II, Item 7) andQuantitative and Qualitative Disclosures About Market Risk (Part II, Item 7A) sections of this report.

Investment Policy

United’s investment portfolio policy is to balance income generation with liquidity, interest rate sensitivity, pledging and regulatory needs. The Chief Financial Officer and the Treasurer of United administer the policy, and it is reviewed from time to time by United’s ALCO and the Board of Directors. Portfolio activity, composition, and performance are reviewed and approved periodically by United’s Board of Directors and Risk Committee thereof.

Employees

As of December 31, 2017, United and its subsidiaries had 2,137 full-time equivalent employees. Neither United nor any of its subsidiaries are a party to any collective bargaining agreement and management believes that employee relations are good.

Available Information

United’s Internet website address is www.ucbi.com. United makes available free of charge through its website Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after they are filed with, or furnished to, the SEC.

Supervision and Regulation

regulator.


The following is an explanationa general summary of the supervisionmaterial aspects of certain statutes and regulationregulations applicable to us. These summary descriptions are not complete, and you should refer to the full text of Unitedthe statutes, regulations, and corresponding guidance for more information. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and results of operations.

Bank as financial institutions. This explanation does not purport to describe state, federal or Nasdaq Stock Market supervision and regulation of general business corporations or Nasdaq listed companies.

General. UnitedHolding Company Regulation


The Holding Company is a registered bank holding company subject to regulation by the Federal Reserve under the Bank Holding Company Act of 1956, as amended (“BHC Act. UnitedAct”) and is required to file annual and quarterly financial information with, the Federal Reserve and is subject to periodic examination by, the Federal Reserve.

The BHC Act requires every bank holding company to obtain the Federal Reserve’s prior approval before (1) it may acquireacquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control; (2) it or any of its non-bank subsidiaries may acquireacquiring all or substantially all of the assets of a bank; and (3) it may mergesubject to certain exceptions, merging or consolidateconsolidating with any other bank holding company. In addition, a bank holding company is generally prohibited from engaging in, or acquiring a direct or indirect interest in or control of more than 5% of the voting shares of any company engaged in non-banking



activities. This prohibition does not apply to activities listed in the BHC Act or found by the Federal Reserve, by order or regulation, to be closely related to banking or managing or controlling banks as to be a proper incident thereto.

Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking are:

·making or servicing loans and certain types of leases;
·performing certain data processing services;
·acting as fiduciary or investment or financial advisor;

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·providing brokerage services;
·underwriting bank eligible securities;
·underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and
·making investments in corporations or projects designed primarily to promote community welfare.

making or servicing loans and certain types of leases;
performing certain data processing services;
acting as fiduciary or investment or financial advisor;
providing brokerage services;
underwriting bank eligible securities;
underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and
making investments in corporations or projects designed primarily to promote community welfare.

Although the activities of bank holding companies have traditionally been limited to the business of banking and activities closely related or incidental to banking (as discussed above), the Gramm-Leach-Bliley Act (the “GLB Act”) relaxed the previous limitations and permitted bank holding companies to engage in a broader range of financial activities. Specifically, bank holding companies may elect to become financial holding companies which may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Among the activities that are deemed “financial in nature” include:

·lending, exchanging, transferring, investing for others or safeguarding money or securities;
·insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or death, or providing and issuing annuities, and acting as principal, agent, or broker with respect thereto;
·providing financial, investment, or economic advisory services, including advising an investment company;
·issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly; and
·underwriting, dealing in or making a market in securities.

Under this legislation, the Federal Reserve serves as the primary “umbrella” regulator of financial holding companies with supervisory authority over each parent company and limited authority over its subsidiaries. The primary regulator of each subsidiary of aWe have not sought financial holding company will depend onstatus, but we may elect that status in the type of activity conducted by the subsidiary. For example, broker-dealer subsidiaries will be regulated largely by securities regulators and insurance subsidiaries will be regulated largely by insurance authorities.

United has no current plansfuture. If we were to register as aelect in writing for financial holding company.

Unitedcompany status, we would be required to be well capitalized and well managed, and each insured depository institution we control would also have to be well capitalized, well managed and have at least a satisfactory rating under the Community Reinvestment Act (discussed below).

The Holding Company also must also register with the Georgia Department of Banking and Finance (the “DBF”)DBF and file periodic information with the DBF. As part of such registration, the DBF requires information with respect to theour financial condition, operations, management and intercompany relationship of United and the Bank and related matters. The DBF may also require such other information as is necessary to keep itself informed concerning compliance with Georgia law and the regulations and orders issued thereunder by the DBF, and the DBF may examine Unitedboth the Holding Company and the Bank. Although the Bank operates branches in North Carolina, Tennessee and South Carolina; neitherCarolina, none of the North Carolina Banking Commission, the Tennessee Department of Financial Institutions, noror the South Carolina Commissioner of Banking examines or directly regulates out-of-state holding companies.

United

The Holding Company is an “affiliate” of the Bank under the Federal Reserve Act, which imposes certain restrictions on (1) loans by the Bank to United,the Holding Company, (2) investments in the stock or securities of Unitedthe Holding Company by the Bank, (3) the Bank taking the stock or securities of an “affiliate” as collateral for loans by the Bank to a borrower and (4) the purchase of assets from Unitedthe Holding Company by the Bank. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.

The Bank and each of its subsidiaries are regularly examined by the FDIC. The Bank, as a state banking association organized under Georgia law, is subject to the supervision of, and is regularly examined by, the DBF. Both the FDIC and the DBF must grant prior approval of any merger, consolidation or other corporation reorganization involving the Bank.

The Dodd-Frank Act was enacted in 2010, and resulted in sweeping changes in the regulation of financial institutions aimed at strengthening the sound operation of the financial services sector. In 2017, both the House of Representatives and the Senate introduced legislation that would repeal or modify provisions of the Dodd-Frank Act and significantly impact financial services regulation. Although the bills vary in content, certain key aspects include revisions to rules related to mortgage loans, delayed implementation of rules related to the Home Mortgage Disclosure Act, reform and simplification of certain Volcker Rule requirements, and raising the threshold for applying enhanced prudential standards to bank holding companies with total consolidated assets equal to or greater than $50 billion to those with total consolidated assets equal to or greater than $250 billion.


Payment of Dividends. UnitedDividends

The Holding Company is a legal entity separate and distinct from the Bank. Most of the revenue of Unitedthe Holding Company results from dividends paid to it by the Bank. There are statutory and regulatory requirements applicable to the payment of dividends by the Bank, as well as by Unitedthe Holding Company to its shareholders.

Under the regulations of the DBF, a state bank with an accumulated deficit (negative retained earnings) may declare dividends (reduction in capital) by first obtaining the written permission of the DBF and FDIC. If a state bank has positive retained earnings, it may declare a dividend out of its retained earnings without DBF approval if it meets all the following requirements:

(a)total classified assets as of the most recent examination of the bank do not exceed 80% of equity capital (as defined by regulation);
(b)the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50% of the net profits after taxes but before dividends for the previous calendar year; and
(c)the ratio of equity capital to adjusted assets is not less than 6%.

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The payment of dividends by Unitedthe Holding Company and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. The FDIC has issued a policy statement providing that insured banks should generally only pay dividends out of current operating earnings. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Capital adequacy considerations could further limit the availability of dividends from the Bank.

Under



The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve’s Comprehensive Capital Analysis and Review (“CCAR”) Rules,view that a bank holding companies with $50 billion or more of total assets are required to submit annual capital planscompany generally should pay cash dividends only to the Federal Reserve and generally may payextent that the holding company’s net income for the past year is sufficient to cover both the cash dividends and repurchase stock only under a rate of earnings retention that is consistent with the holding company’s capital plan as to which theneeds, asset quality, and overall financial condition. The Federal Reserve has also indicated that a bank holding company should not objected.maintain a level of cash dividends that places undue pressure on the capital of its bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that undermine the bank holding company’s ability to act as a source of strength. The CCAR rules will not applyHolding Company and the Bank must also maintain the CET1 capital conservation buffer of 2.5% to United for so longavoid becoming subject to restrictions on capital distributions, including dividends, as our total consolidated assets remaindescribed below $50 billion. However, it is anticipated that United’s capital ratios will be important factors considered by the Federal Reserve in evaluating whether proposed payments of dividends or stock repurchases may be an unsafe or unsound practice.

under “Capital Adequacy-Basel III Capital Standards.”

Due to its accumulated deficit in recent years, the Bank mustwas required to receive pre-approval from the DBF and FDIC to pay cash dividends (reduction in capital) to United in 2018.the Holding Company. During 2019, no cash dividends were paid by the Bank to the Holding Company. In 2017, 20162018 and 2015,2017, the Bank paid a cash dividenddividends of $103 million, $41.5$162 million and $77.5$103 million, respectively, to Unitedthe Holding Company after the approval of the DBF and FDIC. The dividends were paid out of capital surplus rather than the accumulated deficit. At both December 31, 2017, the remaining accumulated deficit for2019 and December 31, 2018, the Bank was $162 million. Unitedno longer had an accumulated deficit. The Holding Company declared cash dividends on its common stock in 2019, 2018 and 2017 2016of $0.68, $0.58 and 2015 of 38 cents, 30 cents and 22 cents$0.38 per share, respectively.

Capital Adequacy.Adequacy

Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.


Basel III Capital Standards

Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to as the Basel III rules, impose minimum capital requirements for bank holding companies and banks. The Federal ReserveBasel III rules apply to all national and the FDIC have implemented substantially identical risk-based rules for assessing bankstate banks and savings associations regardless of size and bank holding company capital adequacy. These regulations establish minimum capital standards in relation to assets and off-balance sheet exposures as adjusted for credit risk. “Total capital” is composed of Tier 1 capital and Tier 2 capital. “Tier 1 capital” includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, a limited amount of qualifying cumulative perpetual stock at the holding company level, minority interests in equity accounts of consolidated subsidiaries, less goodwill, most intangible assets and certain other assets. “Tier 2 capital” includes, among other things, perpetual preferred stock and related surplus not meeting the Tier 1 capital definition, qualifying mandatorily convertible debt securities, qualifying subordinated debt and allowances for possible loan and lease losses, subject to limitations. The Federal Reserve and the FDIC use the leverage ratio in tandem with the risk-based ratio to assess the capital adequacy of banks and bank holding companies. The Federal Reserve will require a bank holding company to maintain a leverage ratio well above minimum levels if it is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve. The FDIC, the Office of the Comptroller of the Currency (the “OCC”) and the Federal Reserve also require banks to maintain capital well above minimum levels.

In July 2013, the Federal Reserve published the Basel III Capital Rules establishing a new comprehensive capital framework applicable to all depository institutions, bank holding companies with total consolidated assets of $500 million or more and all and savings and loan holding companies except for thosewith more than $3 billion in total consolidated assets. More stringent requirements are imposed on “advanced approaches” banking organizations which are organizations with $250 billion or more in total consolidated assets, $10 billion or more in total foreign exposures, or that have opted into the Basel III capital regime.


Specifically, we are required to maintain the following minimum capital levels:

a common equity Tier 1 (“CET1”), risk-based capital ratio of 4.5%;
a Tier 1 risk-based capital ratio of 6%;
a total risk-based capital ratio of 8%; and
a leverage ratio of 4%.

Under Basel III, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority interests that are substantially engaged in insurance underwritingthe form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, Tier 1 minority interests and grandfathered trust preferred securities (as discussed below). Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. Cumulative perpetual preferred stock is included only in Tier 2 capital, except that the Basel III rules permit bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 Capital (but not in CET1 capital), subject to certain restrictions. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When implemented, Basel III provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. We made this opt-out election and, as a result, retained our pre-existing treatment for AOCI.

In addition, in order to avoid restrictions on capital distributions or commercial activities (collectively, “banking organizations”)discretionary bonus payments to executives, under Basel III, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The 2.5% capital conservation buffer was phased in incrementally over time, and became fully effective for us on January


1, 2019, resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules implementto (i) address the upcoming implementation of a new credit impairment model, the Current Expected Credit Loss, or CECL model, an accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. We expect to recognize a one-time cumulative-effect adjustment of $3.53 million, net of tax, to retained earnings as of the beginning of the first quarter of 2020, the first reporting period in which the new standard is effective.

In December 2010 framework proposed by2017, the Basel Committee on Banking Supervision (the “Basel Committee”), knownpublished the last version of the Basel III accord, generally referred to as “Basel III”, for strengthening international capital standards as well as certain provisionsIV.” The Basel Committee stated that a key objective of the Dodd-Frank Act.

Therevisions incorporated into the framework is to reduce excessive variability of risk-weighted assets (“RWA”), which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk, which will facilitate the comparability of banks’ capital ratios; constraining the use of internally modeled approaches; and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the federal banking agencies who are tasked with implementing Basel IV supported the revisions. Although it is uncertain at this time, we anticipate some, if not all, of the Basel IV accord may be incorporated into the capital requirements framework applicable to us.


Prompt Corrective Action

In addition to the Basel III Capital Rules substantially revised the risk-based capital requirementsrules applicable to both banks and bank holding companies and depository institutions, including United anddiscussed above, the Bank comparedis required to comply with the prior U.S. risk-based capital rules. The Basel III Capital Rules:

·defined the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios;
·addressed risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replaced the prior risk-weighting approach, which was derived from the Basel I capital accords of the Basel Committee, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 “Basel II” capital accords;
·introduced a new capital measure called “common equity Tier 1” (“CET1”);
·specified that Tier 1 capital consists of CET1 and “additional Tier 1 capital” instruments meeting specified requirements; and
·implemented the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules.

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The Basel III Capital Rules became effective for United and the Bank on January 1, 2015, subject to a phase in period.

The Basel III Capital Rules require United and the Bank to maintain:

·a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in over four years to 2.5%, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7% upon full implementation);
·a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6%, plus the capital conservation buffer (which is added to the 6% Tier 1 capital ratio as that buffer is phased in over four years to 2.5%, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation);
·a minimum ratio of total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8%, plus the capital conservation buffer (which is added to the 8% total capital ratio as that buffer is phased in over four years to 2.5%, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation); and
·a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets.

In addition, Section 38 ofrequirements promulgated under the Federal Deposit Insurance Act implementedand the prompt corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “1991 Act”). The “prompt corrective action” provisionsregulations thereunder, which set forth five capital categories, each with specific regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank’s financial condition declines. The FDIC is required to resolve a bank when its ratio of tangible equity to total assets reaches 2%. Better capitalized institutions are generally subject to less onerous regulation and supervision than banks with lesser amounts of capital.

The FDIC has adoptedconsequences. Under these regulations, implementing the prompt corrective action provisions of the 1991 Act, as revised by the Basel III Capital Rules effective January 1, 2015, which place financial institutions in the following five categories based upon capitalization ratios:are: (1) a “well-capitalized” institution has a Total risk-based capital ratio of at least 10%, a Tier 1 risk-based ratio of at least 8%, a CET1 risk-based ratio of 6.5% and a leverage ratio of at least 5%; (2) an “adequately capitalized” institution has a Total risk-based capital ratio of at least 8%, a Tier 1 risk-based ratio of at least 6%, a CET1 risk-based ratio of 4.5% and a leverage ratio of at least 4%; (3) an “undercapitalized” institution has a Total risk-based capital ratio of under 8%, a Tier 1 risk-based ratio of under 6%, a CET1 risk-based ratio of under 4.5% or a leverage ratio of under 4%; (4) a “significantly undercapitalized” institution has a Total risk-based capital ratio of under 6%, a Tier 1 risk-based ratio of under 4%, a CET1 risk-based ratio of under 3% or a leverage ratio of under 3%; and (5) a “critically undercapitalized” institution has a ratio of tangible equity to total assets of 2% or less.


Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Institutions in any of the three undercapitalized categories would beare prohibited from declaring dividends or making capital distributions. The FDIC regulations also allow it to “downgrade” an institution to a lower capital category based on supervisory factors other than capital.

Generally, subject to a narrow exception, banking regulators must appoint a receiver or conservator for an institution that is “critically undercapitalized.” The federal banking agencies have specified by regulation the relevant capital level for each category. An institution that is categorized as “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized” is required to submit an acceptable capital restoration plan to its appropriate federal banking agency, which, for the Bank, is the FDIC. Failure to meet capital guidelines could subject the Bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits and other restrictions on our business.

As of December 31, 2017,2019, the FDIC categorized the Bank as “well-capitalized” under current regulations.

The Basel III Capital Rules provide for


Consumer Protection Laws

In connection with its lending activities, the Bank is subject to a number of deductions fromfederal and adjustmentsstate laws designed to CET1.protect borrowers and promote lending to various sectors of the economy and population. These laws include for example, the requirement that mortgage servicing rights, deferred taxEqual Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedure Act and their respective state law counterparts.

CFPB

The Dodd-Frank Act created the CFPB, which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Consumer Financial Privacy provisions of the


GBLA and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, arising from temporary differences that could not be realized through net operating loss carrybacks and significant investmentssuch as the Bank. The CFPB has authority to prevent unfair, deceptive or abusive practices in non-consolidatedconnection with the offering of consumer financial entities be deducted from CET1products.

The CFPB has issued a number of regulations related to the extentorigination of mortgages, foreclosures, and overdrafts as well as many other consumer issues. Additionally, the CFPB has proposed, or may propose, additional regulations or modifying existing regulations that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under prior capital standards, the effects of accumulated other comprehensive income items included in capital were excluded for the purposes of determining regulatory capital ratios. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive items are not excluded; however, certain banking organizations, including United and the Bank, may make a one-time permanent electiondirectly relate to continue to exclude these items. United and the Bank made this election in first quarter 2015 in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of United’s available-for-sale securities portfolio. The Basel III Capital Rules also eliminate the inclusion of certain instruments, such as trust preferred securities, from Tier 1 capital of bank holding companies. Instruments issued prior to May 19, 2010 are grandfathered for bank holding companies with consolidated assets of $15 billion or less (subject to the 25% of Tier 1 capital limit).

The “capital conservation buffer” is designed to absorb losses during periods of economic stress. Banking organizations with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019.

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The Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. Consistent with the Dodd-Frank Act, the Basel III Capital Rules replace the ratings-based approach to securitization exposures, which is based on external credit ratings, with the simplified supervisory formula approach in order to determine the appropriate risk weights for these exposures. Alternatively, banking organizations may use the existing gross-up approach to assign securitization exposures to a risk weight category or choose to assign such exposures a 1,250% risk weight. In addition, the Basel III Capital Rules provide more advantageous risk weights for derivatives and repurchase-style transactions cleared through a qualifying central counterparty and increase the scope of eligible guarantors and eligible collateral for purposes of credit risk mitigation.

Management believes that, as of December 31, 2017, United and the Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

In November 2017, the federal banking agencies adopted a final rule to extend the regulatory capital treatment applicable during 2017 under the capital rules for certain items, including regulatory capital deductions, risk weights, and certain minority interest limitations. The relief provided under the final rule applies to banking organizations that are not subject to the capital rules’ advanced approaches, such as United. Specifically, the final rule extends the current regulatory capital treatment of mortgage servicing assets, deferred tax assets arising from temporary differenes that could not be realized through net operating loss carrybacks, significant investments in the capital of unconsolidated financial institutions in the form of common stock, non-significant investments in the capital of unconsolidated financial institutions, significant investments in the capital of unconsolidated financial institutions that are not in the form of common stock, and common equity tier 1 minority interest, tier 1 minority interest, and total capital minority interest exceeding the capital rules’ minority interest limitations.

In December 2017, the Basel Committee on Banking Supervision published the last version of the Basel III accord, generally referred to as “Basel IV.” The Basel Committee stated that a key objective of the revisions incorporated into the framework is to reduce excessive variability of risk-weighted assets (“RWA”), which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk, which will facilitate the comparability of banks’ capital ratios; constraining the use of internally modeled approaches; and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the federal banking agencies who are tasked with implementing Basel IV, supported the revisions.our business. Although it is uncertaindifficult to predict at this time we anticipate some, if not all,the extent to which the CFPB’s final rules impact the operations and financial condition of the Basel IV accordBank, such rules may be incorporated into the capital requirements framework applicable to United.

Consumer Protection Laws. The Dodd-Frank Act centralized responsibility for consumer financial protection by creatinghave a new agency, the Consumer Financial Protection Bureau (“CFPB”),material impact on our compliance costs, compliance risk and giving it the power to promulgate and enforce federal consumer protection laws. Depository institutions are subject to the CFPB’s rule writing authority, and existing federal bank regulatory agencies retain examination and enforcement authority for such institutions. The CFPB and United’s existing federal regulator, the FDIC, are focused on the following:

·risks to consumers and compliance with the federal consumer financial laws;
·the markets in which firms operate and risks to consumers posed by activities in those markets;
·depository institutions that offer a wide variety of consumer financial products and services;
·depository institutions with a more specialized focus; and
·non-depository companies that offer one or more consumer financial products or services.

The CFPB experienced a leadership change in late 2017, which is subject to ongoing litigation and may impact the CFPB’s policies and supervision and enforcement efforts.

fee income.


FDIC Insurance Assessments.Assessments

The Bank’s deposits are insured by the FDIC up to $250,000 per account subject to applicable limitations through the Deposit Insurance Fund and thereforeFund. As a result, the Bank is subject tomust pay deposit insurance assessments as determined byto the FDIC.The FDIC imposes a risk-based deposit premium assessment system which was amended pursuant to the Federal Deposit Insurance Reform Act of 2005 and further amended by the Dodd-Frank Act. Under the risk-based deposit premium assessment system, the assessment rates for an insured depository institution are calculateddetermine assessments based on a number of factors to measure the risk each institution poses to the Deposit Insurance Fund. The assessment rate is applied to our total average assets less tangible equity. Under the current system, premiums are assessed quarterly and could increase if, for example, criticized loans and/or other higher risk assets increase or balance sheet liquidity decreases.

Effective July2016, Because the FDIC published final rules to increase the Deposit Insurance Fund to the statutorily required minimum level of 1.35% by imposing on financial institutions with at leastBank has exceeded $10 billion in assets for four consecutive quarters, the FDIC uses a surcharge of 4.5 cents per $100 of their assessment base (after making“scorecard” system to calculate our assessments that combines regulatory ratings and certain adjustments),forward‑looking financial measures intended to be assessed over a period of eight quarters. As of December 31, 2016, United’sassess the risk an institution poses to the FDIC’s deposit insurance fund. The FDIC also has the ability to make discretionary adjustments to the total assets exceeded $10 billion and, accordingly, the Bank became subject to this surchargescore based upon significant risk factors that are not adequately captured in the third quarter of 2017.If this surcharge is insufficient to increase the Deposit Insurance Fund reserve ratio to 1.35 percent by December 31, 2018, a one-time shortfall assessment will be imposed on financial institutions with total consolidated assets of $10 billion or more on March 31, 2019.

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calculations.


In addition to ordinary assessments described above, the FDIC has the ability to impose special assessments in certain instances. For example, under the Dodd-Frank Act, the minimum designated reserve ratio for the deposit insurance fund was increased to 1.35% of the estimated total amount of insured deposits, and the FDIC adopted rules to impose a surcharge on the quarterly deposit insurance assessments of insured depository institutions deemed to be “large institutions,” generally defined to include banks with total consolidated assets of $10 billion or more for four consecutive quarters, to reach the designated reserve ratio. On September 30, 2018, the deposit insurance fund reached 1.36%, exceeding the statutorily required minimum reserve ratio of 1.35%. On reaching the minimum reserve ratio of 1.35%, FDIC regulations provided for two changes to deposit insurance assessments: (i) surcharges on insured depository institutions with total consolidated assets of $10 billion or more (large institutions) ceased; and (ii) small banks will receive assessment credits for the portion of their assessments that contributed to the growth in the reserve ratio from between 1.15% and 1.35%, to be applied when the reserve ratio is at or above 1.38%. Assessment rates are expected to decrease if the reserve ratio increases such that it exceeds 2%. In addition, FDIC insured institutions were required to pay a Financing Corporation (“FICO”) assessment to fund the interest on bonds issued to resolve thrift failures in the 1980s, which expired between 2017 and 2019. The final FICO assessment was collected in March 2019.
The FDIC may also terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Stress Testing.As required by the Dodd-Frank Act, the federal bank regulatory agencies have implemented stress testing requirements for certain financial institutions, including bank holding companies and state chartered banks, with total consolidated assets between $10 billion and $50 billion. Under these requirements, an applicable financial institution must conduct and publish annual stress tests that consider such institution’s interest rate risk management, commercial real estate concentrations and other credit-related information, and funding and liquidity management during this analysis of adverse outcomes. United must comply with these stress test requirements beginning with its formal filing in July 2018, and is currently preparing for such compliance.

Volcker Rule. The Dodd-Frank Act amended the BHC Act to require the federal bank regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). The statutory provision is commonly called the “Volcker Rule”. The Federal Reserve adopted final rules implementing the Volcker Rule on December 10, 2013. United became subject to the Volcker Rule in 2017 without a material effect on its operations and the operations of its subsidiaries, including the Bank, as United does not engage in businesses prohibited by the Volcker Rule. United may incur costs to adopt additional policies and systems to ensure compliance with the Volcker Rule.

Durbin Amendment.Amendment

The Dodd-Frank Act included provisions which restrict interchange fees, which are fees charged by banks to cover the cost of handling and exposure to credit and fraud-related risks inherent in bank credit or debit card transactions, to those which are “reasonable and proportionate” for certain debit card issuers and limits the ability of networks and issuers to restrict debit card transaction routing. This statutory provision is known as the “Durbin Amendment”. In the Federal Reserve’s final rules implementing the Durbin Amendment, interchange fees for debit card transactions were capped at $0.21 plus five basis points in order to be eligible for a safe harbor such that the fee is conclusively determined to be reasonable and proportionate. Another related rule also permits an additional $0.01 per transaction “fraud prevention adjustment” to the interchange fee if certain Federal Reserve standards are implemented, including an annual review of fraud prevention policies and procedures. With respect to network exclusivity and merchant routing restrictions, it is now required that all debit cards participate in at least two unaffiliated networks so that the transactions initiated using those debit cards will have at least two independent routing channels. The interchange fee restrictions contained in the Durbin Amendment, and the rules promulgated thereunder, apply to debit card issuers with $10 billion or more in total consolidated assets. UnitedWe became subject to the interchange fee restrictions and other requirements contained in the Durbin Amendment on July 1, 2017.



Incentive Compensation. TheCompensation

In addition to the potential restrictions on discretionary bonus compensation under the Basel III rules, the federal bank regulatory agencies have issued guidance on incentive compensation policies (the “Incentive Compensation Guidance”) intended to ensure that the incentive compensation policies of financial institutions do not undermine the safety and soundness of such institutions by encouraging excessive risk-taking. The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an institution, either individually or as part of a group, is based upon the key principles that a financial institution’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the institution’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the institution’s board of directors.

The Federal Reserve will review,reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of financial institutions, such as United, that are not “large, complex banking organizations.” These reviews will beare tailored to each financial institution based on the scope and complexity of the institution’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will beare included in reports of examination. Deficiencies will beare incorporated into the financial institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a financial institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the institution’s safety and soundness and the institution is not taking prompt and effective measures to correct the deficiencies.

The scope and content of federal bank regulatory agencies’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near future. It cannot be determined at this time whether compliance with such policies will adversely affect United’sour ability to hire, retain and motivate its key employees.

Cybersecurity.Recent cyber attacks against banks and other financial institutions that resulted in unauthorized access to confidential customer information have prompted the federal bank regulatory agencies to issue extensive guidance on cybersecurity. These agencies are likely to devote more resources to this part of their safety and soundness examination than they may have in the past.

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Commercial Real Estate. The federal bank regulatory agencies, including the FDIC, restrict concentrations in commercial real estate lending and have noted that recent increases in banks’ commercial real estate concentrations have created safety and soundness concerns. The regulatory guidance mandates certain minimal risk management practices and categorizes banks with defined levels of such concentrations as banks requiring elevated examiner scrutiny. The Bank has concentrations in commercial real estate loans in excess of those defined levels. Although management believes that United’s credit processes and procedures meet the risk management standards dictated by this guidance, regulatory outcomes could effectively limit increases in the real estate concentrations in the Bank’s loan portfolio and require additional credit administration and management costs associated with those portfolios.

Source of Strength Doctrine.Doctrine

Under long-standing Federal Reserve regulationspolicy and policy requiresnow codified in Dodd-Frank, a bank holding companiescompany is expected to act as a source of financial and managerial strength to theireach of its subsidiary banks. Under this policy, United is expected tobanks and commit resources to its support. This support may be required at times when the Bank.

Loans.Holding Company may not have the resources to provide it.

Real Estate Lending

Inter-agency guidelines adopted by federal bank regulatory agencies mandate that financial institutions establish real estate lending policies with maximum allowable real estate loan-to-value limits, subject to an allowable amount of non-conforming loans as a percentage of capital.

In addition, the federal bank regulatory agencies, including the FDIC, restrict concentrations in commercial real estate lending and have noted that increases in banks’ commercial real estate concentrations can create safety and soundness concerns. The regulatory guidance mandates certain minimal risk management practices and categorizes banks with defined levels of such concentrations as banks requiring elevated examiner scrutiny.

Transactions with Affiliates. Under federal law, all transactions between and among a state nonmemberAffiliates

Subsidiaries of bank and its affiliates, which include holding companies, like the Bank, are subject to Sectionscertain restrictions in their dealings with holding company affiliates. Section 23A and 23B of the Federal Reserve Act imposes quantitative and Regulation W promulgated thereunder. Generally, these requirements limit thesequalitative limits on transactions between a bank and any affiliate, including its holding company, and requires certain levels of collateral for extensions of credit to a percentage ofaffiliates and certain other transactions involving affiliates. Section 23B requires that certain transactions between the bank’s capitalBank and require all of them toits affiliates must be on terms substantially the same, or at least as favorable, as those prevailing at the time for comparable transactions with or involving other nonaffiliated companies. In the absence of such comparable transactions, any transaction between banks and their affiliates must be on terms and under circumstances, including credit standards, which in good faith would be offered to or would apply to nonaffiliated companies.

The Bank is also subject to certain restrictions on extensions of credit to executive officers, directors, certain principal shareholders, and their related interests. Extensions of credit include derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions to the extent that such transactions cause a bank to have credit exposure to an insider. Any extension of credit to an insider must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliates.third parties, and must not involve more than the normal risk of repayment or present other unfavorable features.



On December 27, 2019, the federal banking agencies issued an interagency statement explaining that such agencies will provide temporary relief from enforcement action against banks or asset managers, which become principal shareholders of banks, with respect to certain extensions of credit by banks that otherwise would violate Regulation O, provided the asset managers and banks satisfy certain conditions designed to ensure that there is a lack of control by the asset manager over the bank. This temporary relief will apply while the Federal Reserve, in consultation with the other federal banking agencies, considers whether to amend Regulation O.

Community Reinvestment Act

The Bank is subject to certain requirements and reporting obligations under the Community Reinvestment Act (“CRA”), which requires federal banking regulators to evaluate the record of each financial institution in meeting the credit needs of its local community, including low- and moderate- income neighborhoods. The CRA further requires these criteria to be considered in evaluating mergers, acquisitions and applications to open a branch or facility. Failure to adequately meet these criteria could result in the imposition of additional requirements and limitations on the Bank. Additionally, financial institutions must publicly disclose the terms of various CRA‑related agreements. In its most recent CRA examination, the Bank received a “satisfactory” rating.

In December 2019, the FDIC and the Office of the Comptroller of the Currency proposed changes to the regulations implementing the CRA, which, if adopted will result in changes to the current CRA framework. The Federal Reserve Board did not join the proposal.
Privacy and Data Security

The Federal Reserve, FDIC and other bank regulatory agencies have adopted guidelines (the “Guidelines”) for safeguarding confidential, personal customer information. The Guidelines require each financial institution, under the supervision and ongoing oversight of its Board of Directors or an appropriate committee thereof, to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In addition, various U.S. regulators, including the Federal Reserve and the SEC, have increased their focus on cyber-security through guidance, examinations and regulations. The Bank has adopted a bank may not lend to any affiliate engaged in non-banking activities not permissible for a bank holding company or acquire sharescustomer information security program that has been approved by the Board of any affiliate that is not a subsidiary. Directors.

The FDIC is authorized to impose additional restrictions on transactions with affiliates if necessary to protect the safety and soundness of a bank. The regulations also set forth various reporting requirements relating to transactions with affiliates.

Financial Privacy. In accordance with the GLB Act federal banking regulatory agencies adopted rules that limit the ability of banks and otherrequires financial institutions to discloseimplement policies regarding the disclosure of non-public personal information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

vendors and, except as otherwise required by law, prohibits disclosing such information except as provided in a banking subsidiary’s policies and procedures. The Bank has implemented a privacy policy.

Anti-Money Laundering Initiatives, and the USA Patriot Act.Act and the Office of Foreign Asset Control

A major focus of governmental policy on financial institutions in recent years has been aimed at combating terrorist financing.financing, money laundering and other criminal acts. This has generally been accomplished by amending existing anti-money laundering laws and regulations. The USA Patriot Act of 2001 (the “Patriot Act”) amended the Currency Consumer Financial Protection and Foreign Transactions Reporting Act of 1970, commonly referred to as the “Bank Secrecy Act”, or “BSA”, to strengthen regulation of money laundering and financing of terrorism. The U.S. Department of the Treasury, in cooperation with the FDIC and the Financial Crimes Enforcement Network (“Treasury”FinCEN”), has issued a number of implementing regulations which apply various requirements of the USA Patriot Act of 2001 to the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering, and terrorist financing and other criminal acts and to verify the identity of their customers. In addition, the Office of Foreign Asset Control (“OFAC”), a division of the U.S. Treasury Department charged with administering and enforcing economic and trade sanctions by the U.S. government, publishes lists of persons with which the Bank is prohibited from engaging in business. Over the past several years, federal banking regulators, FinCEN and OFAC have increased supervisory and enforcement attention on U.S. anti-money laundering and sanctions laws, as evidenced by a significant increase in enforcement activity, including several high profile enforcement actions. Several of these actions have addressed violations of the BSA, U.S. sanctions or both, resulting in the imposition of substantial civil monetary penalties. Enforcement actions have increasingly focused on publicly identifying individuals and holding those individuals, including compliance officers, accountable for deficiencies in compliance programs. State attorneys general and the U. S. Department of Justice have also pursued enforcement actions against banking entities alleged to have willfully violated the BSA and U.S. sanctions laws. Failure of a financial institution to maintain and implement adequate programs to combat terrorist financing, or to comply with all of the relevant laws or regulations, can lead to significant monetary penalties and could have other serious legal and reputational consequences for the institution.

The Board of Directors has approved policies and procedures that it believes comply with these laws.



Future Legislation. Various legislation affecting financial institutionsLegislation and Regulatory Initiatives

Federal and state legislators as well as regulatory agencies may introduce or enact new laws and rules, or amend existing laws and rules that may affect the financial industry is from time to time introduced in Congress. Such legislation may change banking statutes and the operating environmentregulation of United and its subsidiaries in substantial and unpredictable ways, and, if enacted, could increase or decrease the cost of doing business, limit or expand permissible activities or affect the industry’s competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations would have on the financial condition or results of operations of United or any of its subsidiaries.balance. The nature and extent of future legislative and regulatory changes affecting financial institutions is not known at this time.

The Tax Act. On December 22, 2017, the Tax Act was signed into law. The Tax Act includes a numbertime and cannot be predicted. However, any such changes could affect our business, financial condition and results of provisions that affect United, including the following:

·Tax Rate. The Tax Act replaces the graduated corporate tax rates applicable under prior law, which imposed a maximum tax rate of 35%, with a reduced 21% flat tax rate. Although the reduced tax rate generally should be favorable to us by resulting in increased earnings and capital, it will decrease the value of our existing deferred tax assets. Accounting principles generally accepted in the United States of America (“GAAP”) requires that the impact of the provisions of the Tax Act be accounted for in the period of enactment. Accordingly, the incremental income tax expense recorded by United in the fourth quarter of 2017 related to the Tax Act was $38.2 million, resulting primarily from a remeasurement of United’s deferred tax assets which now total $88.0 million.
·FDIC Insurance Premiums. The Tax Act prohibits taxpayers with consolidated assets over $50 billion from deducting any FDIC insurance premiums and prohibits taxpayers with consolidated assets between $10 and $50 billion, such as the Bank, from deducting the portion of their FDIC premiums equal to the ratio, expressed as a percentage, that (i) the taxpayer’s total consolidated assets over $10 billion, as of the close of the taxable year, bears to (ii) $40 billion. As a result, the Bank’s ability to deduct its FDIC premiums will now be limited.
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operations.


·Employee Compensation. A “publicly held corporation” is not permitted to deduct compensation in excess of $1 million per year paid to certain employees. The Tax Act eliminates certain exceptions to the $1 million limit applicable under prior to law related to performance-based compensation, such as equity grants and cash bonuses that are paid only on the attainment of performance goals. As a result, our ability to deduct certain compensation paid to our most highly compensated employees will now be limited.
·Business Asset Expensing. The Tax Act allows taxpayers immediately to expense the entire cost (instead of only 50%, as under prior law) of certain depreciable tangible property and real property improvements acquired and placed in service after September 27, 2017 and before January 1, 2023 (with an additional year for certain property). This 100% “bonus” depreciation is phased out proportionately for property placed in service on or after January 1, 2023 and before January 1, 2027 (with an additional year for certain property).
·Interest Expense. The Tax Act limits a taxpayer’s annual deduction of business interest expense to the sum of (i) business interest income and (ii) 30% of “adjusted taxable income,” defined as a business’s taxable income without taking into account business interest income or expense, net operating losses, and, for 2018 through 2021, depreciation, amortization and depletion. Because we generate significant amounts of net interest income, we do not expect to be impacted by this limitation.

The foregoing description of the impact of the Tax Act on us should be read in conjunction with Note 17 to United’s consolidated financial statements.

Information About Our Executive Officers
Information regarding our current executive officers as of United

Senior executivesFebruary 1, 2020, is set forth below. Each of United areour executive officers is elected annually by the Board of Directors annually and serveserves at the pleasurediscretion of the Board of Directors.

The senior executive officers of United, and their ages, positions with United, past five year employment history and terms of office as of February 1, 2018, are as follows:

Name (age) Position with United and Employment History Officer of United Since
Jimmy C. Tallent  (65)Chairman and Chief Executive Officer (2015 - present); President, Chief Executive Officer and Director (1988 - 2015)1988
     
H. Lynn Harton (56)(58) President and Chief Executive Officer (2018 - present); President and Chief Operating Officer and Director (2015 - present); Executive Vice President and Chief Operating Officer (2012 - 2015)2018) 2012
     
Jefferson L. Harralson (52)(54) Executive Vice President and Chief Financial Officer (2017 - present); prior to joining United was Managing Director at Keefe, Bruyette and Woods (2002 – 2017) 2017
     
Bill M. Gilbert  (65)President, Community Banking (2015-present); Director of Banking (2013 - 2015); Regional President of North Georgia and Coastal Georgia (2011 - 2013)2000
Bradley J. Miller (47)(49) Executive Vice President, General Counsel and Corporate Secretary (2019-present); Chief Risk Officer and General Counsel (2015 - present); Senior Vice President and General Counsel (2007 - 2015)2019) 2007
     
Robert A. Edwards (53)(55) Executive Vice President and Chief Risk Officer (2019 - present); Executive Vice President and Chief Credit Officer (2015 - present); prior to joining United was Senior Vice President and Executive Credit Officer of Toronto-Dominion Bank (2010 - 2015)2019) 2015
     
Richard W. Bradshaw (56)(58) Chief Banking Officer (2019 - present); President, Commercial Banking Solutions (2014 - 2018)2014
Mark Terry (53)Chief Information Officer (2017 - present); Chief Technology Officer (2016-2017); prior to joining United was Senior Vice President, Head of United States SBA Programs of Toronto-Dominion Bank (2010 - 2014)Chief Information Officer at Palmetto Bancshares, Inc. (2011-2016) 20142016

None

There are no familial relationships between any of the above officers are related and thereour directors or executive officers. There also are no arrangements or understandings between themany executive officer and any other person pursuant to which any of them was elected as an officer, other than arrangements or understandings with directors or officers of United acting solely in their capacities as such.

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Available Information

Our internet website address is www.ucbi.com. We file with or furnish to the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, proxy statements and annual reports to shareholders and, from time to time, registration statements and other documents. These documents are available free of charge to the public on or through the “Investor Relations” section of our website as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information that we file electronically with, or furnish to, the SEC. The address of that website is www.sec.gov. The information on any website referenced in this Report is not incorporated by reference into, and is not a part of this Report. Further, our references to website URLs are intended to be inactive textual references only.


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ITEM 1A.    RISK FACTORS.

An investment in United’sour common stock involves risk. Investors should carefully consider the risks described below and all other information contained in this Form 10-K and the documentsor incorporated by reference in this Report before deciding to purchase our common stock. It is possible that risks and uncertainties notThe items listed below present risks that could have a material effect on our financial condition, results of operations or business. Some of these risks are interrelated and the occurrence of one or more of them may ariseexacerbate the effect of others.

CREDIT RISK

We are subject to credit risk from our lending activities.
There are inherent risks associated with our lending activities. When we lend money or become materialcommit to lend money, we incur credit risk or the risk of loss if borrowers do not repay their loans or other credit obligations. Credit risk includes, among other things, the quality of our underwriting, the impact of changes in interest rates and changes in the futureeconomic conditions in the markets where we operate as well as across the United States. Increases in interest rates and/or weakening economic conditions could adversely affect the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. If loan customers with significant loan balances fail to repay their loans, our results of operations, financial condition and capital levels will suffer.

We are exposed to higher credit and concentration risk from our commercial real estate, commercial and industrial and commercial construction lending.

Our credit risk and credit losses can increase if our loans are concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. As of December 31, 2019, approximately 76% of our loan portfolio consisted of commercial loans, including commercial and industrial, equipment financing, commercial construction and commercial real estate mortgage loans. Our borrowers under these loans tend to be small to medium-sized businesses. These types of loans are typically larger than residential real estate loans or consumer loans. During periods of lower economic growth or challenging economic periods, small to medium-sized businesses may be impacted more severely and more quickly than larger businesses. Consequently, the ability of such businesses to repay their loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely affect United’s business.

Asour results of operations and financial condition. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on our business, financial condition and results of operations.


Deterioration in economic conditions, housing conditions and commodity and real estate values and an increase in unemployment in certain states or locations could result in materially higher credit losses if loans are concentrated in those locations. Our loans are heavily concentrated in our primary markets of Georgia, South Carolina, North Carolina and Tennessee. These markets may have different or weaker performance than other areas of the country and our portfolio may be more negatively impacted than a financial services company adverse conditionswith wider geographic diversity.

See the section captioned “Loans” in the general“Balance Sheet Review” section of “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” located elsewhere in this Report for further discussion related to commercial and industrial, construction and commercial real estate loans.

If our allowance for loan losses (including the fair value adjustments with respect to loans acquired in acquisitions) is not enough to cover losses inherent in our loan portfolio, our results of operations and financial condition could be negatively affected.

We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of inherent losses that have been incurred in our existing loan portfolio. The level of the allowance reflects management’s continuing evaluation of factors including the volume and types of loans; industry concentrations; specific credit risks; internal loan classifications; trends in classifications; volume and trends in delinquencies, non-accruals and charge-offs; present economic, political and regulatory conditions; industry and peer bank loan quality indications; and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves subjectivity in our modeling and requires us to make estimates of current credit risks and future trends, all of which may undergo material changes or vary from our historical experience. Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses.

The application of the purchase method of accounting in our acquisitions (and any future acquisitions) also will affect our allowance for loan losses. Under the purchase method of accounting, all acquired loans were recorded in our consolidated financial statements at their


estimated fair value at the time of acquisition and any related allowance for loan loss was eliminated because credit quality, among other factors, was considered in the determination of fair value. To the extent that our estimates of fair value are too high, we will incur losses associated with the acquired loans. The allowance associated with our purchased credit impaired loans reflects deterioration in cash flows after they were acquired resulting from our quarterly re-estimation of cash flows, which involves complex cash flow projections and significant judgment on timing of loan resolution.

In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. Furthermore, if charge-offs in future periods exceed the allowance for loan losses, we will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our business, financial condition and results of operations.

We implemented CECL on January 1, 2020, which will result in an increase to the allowance for credit losses of $8.75 million, of which $3.59 million will be reclassified from the fair value mark for purchased credit deteriorated loans, and a decrease in capital of $3.53 million, net of tax. In future periods, CECL may result in increased reserves during or in advance of an economic environmentdownturn. Because CECL recognizes the expected losses over the life of the loan at the time the loan is made, it is possible that CECL implementation may increase the cost of lending in the industry and result in slower loan growth and lower levels of net income. The adoption of the CECL model may materially affect how we determine our allowance for credit losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for credit losses. If we are required to materially increase our level of allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

See the section captioned “Allowance for Credit Losses” in Part II, Item 7 of this Report “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion related to our process for determining the appropriate level of the allowance for loan losses.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and financial stability of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact daily, and therefore could adversely affect us. We have exposure to various counterparties, including brokers and dealers, commercial and correspondent banks, and others. As a result, defaults by, or rumors or questions about, one or more financial services institutions, or the financial services industry generally, may result in market-wide liquidity problems and could lead to losses or defaults by such other institutions. Such occurrences could expose us to credit risk in the event of default of one or more counterparties and could have a material adverse effect on our financial condition and results of operations.

Adverse changes in business and economic conditions generally or specifically in the markets in which we operate could adversely impact our business, including causing one or more of the following negative developments:

·a decrease in the demand for loans and other products and services offered by us;
·a decrease in the value of our loans secured by residential or commercial real estate;
·a permanent impairment of our assets, such as our deferred tax assets; or
·an increase in the number of customers or other counterparties who default on their loans or other obligations to us, which could result in a higher level of nonperforming assets, net charge-offs and provision for loan losses.

For example, if we are unable to continue to generate sufficient taxable income in the future, then we may not be able to fully realize the benefits of our deferred tax assets. Such a development or one or more other negative developments resulting from adverse conditions in the general business or economic environment, some of which are described above, could have a material adverse effect on our financial condition and results of operations.

The results of our most recent internal credit stress test may not accurately predict the impact on our financial condition if the economy were to deteriorate.

We perform credit stress testing on our capital position, no less than annually. Under the stress test, we estimate our loan losses (loan charge-offs), resources available to absorb those losses and any necessary additions to capital that would be required under the “more adverse” stress test scenario.

The results of these stress tests involve many assumptions about the economy and future loan losses and default rates, and may not accurately reflect the impact on our financial condition if the economy were to deteriorate. Any deterioration of the economy could result in credit losses significantly higher, with a corresponding impact on our financial condition and capital, than those predicted by our internal stress test.

Our industry and business may be adversely affected by conditions in the financial markets and economic conditions generally.

A return of recessionary conditions and/or a deterioration of national economic conditions could adversely affect the financial condition and operating performance of financial institutions. Specifically, declines in real estate values and sales volumes and increased unemployment levels may result in higher than expected loan delinquencies, increases in levels of non-performing and classified assets and a decline in demand for products and services offered by financial institutions. Uncertainty regarding economic conditions may also result in changes in consumer and business spending, borrowing and savings habits, which could cause us to incur losses and may adversely affect our results of operations and financial condition.

Our ability to raise additional capital may be limited, whichliquidity.


LIQUIDITY RISK

Liquidity risk could affect our liquidity and be dilutive to existing shareholders.

We may be required or choose to raise additional capital, including for strategic, regulatory or other reasons. Depending on the capital markets, traditional sources of capital may not be available to us on reasonable terms if we needed to raise additional capital. In such case, there is no guarantee that we will be able to successfully raise additional capital at all or on terms that are favorable or otherwise not dilutive to existing shareholders.

Capital resources and liquidity are essential to our businesses and could be negatively impacted by disruptions inimpair our ability to accessfund our operations and jeopardize our financial condition.


Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers and other creditors by either converting assets into cash or accessing new or existing sources of funding.

Capital resourcesincremental funds. Liquidity risk arises from the possibility that we may be unable to satisfy current or future funding requirements and needs.


The objective of managing liquidity risk is to ensure that our cash flow requirements resulting from depositor, borrower and other creditor demands as well as our operating cash needs, are essential to the Bank.met, and that our cost of funding such requirements and needs is reasonable. We dependmaintain an asset/liability and interest rate risk policy and a liquidity and funds management policy, including a contingency funding plan that, among other things, include procedures for managing and monitoring liquidity risk. Generally, we rely on access to a varietydeposits, repayments of loans and leases and cash flows from our investment securities as our primary sources of funding to provide usfunds. Our principal deposit sources include consumer, commercial and public funds customers in our markets. We have used these funds, together with sufficient capital resources and liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our customers. Sources of funding available to us, and upon which we relywholesale deposit sources such as regular components of our liquidity and funding management strategy, include traditional and brokered deposits, inter-bank borrowings, Federal Funds purchased, repurchase agreements andalong with Federal Home Loan Bank advances. We alsoof Atlanta (“FHLB”) advances, federal funds purchased and other sources of short-term and long-term borrowings, to make loans and leases, acquire investment securities and other assets and to fund continuing operations.

An inability to maintain or raise funds from timein amounts necessary to timemeet our liquidity needs could have a substantial negative effect, individually or collectively, on our liquidity. Our access to funding sources in amounts adequate to finance our activities, or on terms attractive to us, could be impaired by factors that affect us specifically or the financial services industry in general. For example, factors that could


detrimentally impact our access to liquidity sources include a decrease in the formlevel of either short-or long-term borrowingsour business activity due to a market downturn or equity issuances.

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adverse regulatory action against us, a reduction in our credit rating, any damage to our reputation or any other decrease in depositor or investor confidence in our creditworthiness and business. Our capital resources andaccess to liquidity could also be negatively impactedimpaired by disruptions in our ability to access these sources of funding. The cost of brokered and other out-of-market deposits and potential future regulatory limits on the interest rate we pay for brokered deposits could make them unattractive sources of funding. Further, factors that we cannot control,are not specific to us, such as severe volatility or disruption of the financial markets or negative views and expectations about the prospects for the financial services industry generally,as a whole. Any such event or failure to manage our liquidity effectively could impairaffect our competitive position, increase our borrowing costs and the interest rates we pay on deposits, limit our access to the capital markets and have a material adverse effect on our results of operations or financial condition.


Deposit levels may be affected by several factors, including rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, general economic and market conditions and other factors. Loan and lease repayments are a relatively stable source of funds but are subject to the borrowers’ and lessees’ ability to accessrepay loans and leases, which can be adversely affected by a number of factors including changes in general economic conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors. Furthermore, loans and leases generally are not readily convertible to cash. Accordingly, we may be required from time to time to rely on secondary sources of funds. Otherliquidity to meet growth in loans and leases, deposit withdrawal demands or otherwise fund operations. Such secondary sources include FHLB advances, brokered deposits, secured and unsecured federal funds lines of credit from correspondent banks, Federal Reserve borrowings and/or accessing the equity or debt capital markets.

The availability of these secondary funding sources is subject to broad economic conditions, to regulation and to investor assessment of our financial institutionsstrength and, as such, the cost of funds may fluctuate significantly and/or the availability of such funds may be unwillingrestricted, thus impacting our net interest income, our immediate liquidity and/or our access to extend credit to banks because of concerns about the banking industry and the economy generally and there may not be a viable market for raising short or long-term debt or equity capital. In addition, our ability to raise funding could be impaired if lenders develop a negative perception of our long-term or short-term financial prospects. Such negative perceptions could be developed if we are downgraded or put on (or remain on) negative watch by the rating agencies, we suffer a decline in the level of our business activity or regulatory authorities take significant action against us, among other reasons.

Among other things, ifadditional liquidity. If we fail to remain “well-capitalized” for bank regulatory purposes, because we do not qualify under the minimum capital standards or the FDIC otherwise downgrades our capital category, it could affect customer confidence,“well capitalized” our ability to grow, our costs of funds and FDIC insurance costs, our ability to pay dividends on common and preferred stock and trust preferred securities, and our ability to make acquisitions, and we would not be able to acceptutilize brokered deposits without prior FDIC approval. Tomay be “well-capitalized”, a bank must generally maintain a common equity Tier 1 capital ratiorestricted. We have somewhat similar risks to the extent high balance core deposits exceed the amount of 6.5%, Tier 1 leverage capital ratiodeposit insurance coverage available.


We anticipate we will continue to rely primarily on deposits, loan and lease repayments, and cash flows from our investment securities to provide liquidity. Additionally, when necessary, the secondary sources of 5%, Tier 1 risk-based capital ratio of 8% and total risk-based capital ratio of 10%. In addition,borrowed funds described above will be used to augment our regulators may require us to maintain higher capital levels. Our failure to remain “well-capitalized” or to maintain any higher capital requirements imposed on us could negatively affect our business, results of operations and financial condition.

primary funding sources. If we are unable to access any of these secondary funding sources when needed, we might be unable to meet our customers’ or creditors’ needs, which would adversely affect our financial condition, results of operations and liquidity.


We may need to raise funds usingadditional capital in the methods describedfuture and our ability to raise capital and maintain required capital levels could be affected by changes in the capital markets and deteriorating economic and market conditions.

Federal and state bank regulators require United and the Bank to maintain adequate levels of capital to support operations. At December 31, 2019, both the Holding Company’s and the Bank’s regulatory capital ratios were above “well-capitalized” levels under regulatory guidelines. However, our business strategy calls for continued growth in our existing banking markets and targeted expansion in new markets. Growth in assets at rates in excess of the rate at which our capital is increased through retained earnings will reduce our capital ratios unless we continue to increase capital via other means. Failure by us to meet applicable capital guidelines or to satisfy certain other regulatory requirements could subject us to a variety of enforcement remedies available to the federal regulatory authorities and would likelynegatively impact our ability to pursue acquisitions or other expansion opportunities.

We may need to raise additional capital (including through the issuance of common stock) in the future to provide us with sufficient capital resources to meet our commitments and business needs or in connection with acquisitions. Our ability to maintain capital levels could be impacted by negative perceptions of our business or prospects, changes in the capital markets and deteriorating economic and market conditions.

We cannot assure you that access to capital will be available to us on acceptable terms or at all. Any occurrence that may limit our access to the capital markets may materially and adversely affect our capital costs and our ability to raise capital and/or debt and, in turn, our liquidity. If we cannot raise additional capital when needed, our ability to expand through internal growth or acquisitions or to continue operations could be impaired, and we may need to finance or liquidate unencumbered assets to meet maturing liabilities. We may be unable to sell some of our assets,do so or we may have to sell assets at a discount from market value, either ofdo so on terms which are unfavorable, which could adversely affect our results of operations and financial condition.

In addition, United is a legal entity separate and distinct from the Bank and depends on subsidiary service fees and


The Holding Company’s ability to receive dividends from the Banksubsidiaries accounts for most of its revenue and could affect its liquidity and ability to fund its paymentdeclare and pay dividends.

While our board of dividends to its common and preferred shareholders and of interest and principal on its outstanding debt and trust preferred securities. The Bank is also subject to other laws that authorize regulatory authorities to prohibit or reduce the flow of funds from the Bank to United and the Bank’s negative retained earnings position requires written consent of the Bank’s regulators before it can pay a dividend. Any inability of United to pay its obligations, or need to deferdirectors has approved the payment of a quarterly cash dividend on our common stock since the fourth quarter of 2013, there can be no assurance of whether or when we may pay dividends on our common stock in the future. Future dividends, if any, will be declared and paid at the discretion of our board of directors and will depend on a number of factors including, among others, asset


quality, earnings performance, liquidity and capital requirements. Our principal source of funds used to pay cash dividends on our common stock is dividends that we receive from the Bank. As a Georgia state-chartered bank, the Bank is subject to limitations on the amount of dividends that it is permitted to pay, as described under “Supervision and Regulation - Payment of Dividends” in Part I, Item 1 of this Report. The federal banking agencies have also issued policy statements which provide that bank holding companies and insured banks should generally only pay dividends out of current earnings. The Federal Reserve may also prevent the payment of a dividend by the Bank if it determines that the payment would be an unsafe and unsound banking practice. The Holding Company and the Bank must also maintain the CET1 capital conservation buffer of 2.5% to avoid becoming subject to restrictions on capital distributions, including dividends. If the Bank is not permitted to pay cash dividends to the Holding Company, it is unlikely that we would be able to continue to pay dividends on our common stock or to pay interest on our indebtedness.

In addition, the terms of our debentures prohibit us from paying dividends on our common stock until we have made required payments under the debentures or if we have deferred payments under the terms of such obligations,debentures. See “MARKET RISKS - Holders of our indebtedness have rights that are senior to those of our common shareholders.”

OPERATIONAL RISKS

We are dependent on our information technology and telecommunications systems and third-party servicers, and systems failures, interruptions, cyber-attacks or breaches of security could disrupt our business and have a materialan adverse effect on our business, operations, financial condition, and the value of our common stock.

Changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, may adversely affect financial condition or results of operations.

In general, the amount, type and cost of our funding, including from other financial institutions, the capital markets and deposits, directly impacts our operating costs and our asset growth and therefore, can positively or negatively affect our financial condition or results of operations. A number of factors could make funding more difficult, more expensive or unavailable on any terms, including, but not limited to, our operating losses, our ability to remain “well capitalized,” events that adversely impact our reputation, enforcement actions, disruptions in the capital markets, events that adversely impact the financial services industry, changes affecting our assets, interest rate fluctuations, general economic conditions and the legal, regulatory, accounting and tax environments. Also, we compete for funding with other financial institutions, many of which are substantially larger, and have more capital and other resources than we do. In addition, as some of these competitors consolidate with other financial institutions, their competitive advantages may increase. Competition from these institutions may also increase the cost of funds.

Our business is subject to the success of the local economies and real estate markets in which we operate.

Our success significantly depends on the growth in population, income levels, loans and deposits and on stability in real estate values in our markets. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally do not improve significantly, our business may be adversely affected. If market and economic conditions deteriorate, this may lead to valuation adjustments on our loan portfolio and losses on defaulted loans and on the sale of other real estate owned. Additionally, such adverse economic conditions in our market areas, specifically decreases in real estate property values due to the nature of our loan portfolio, more than 79% of which is secured by real estate, could reduce our growth rate, affect the ability of our customers to repay their loans and generally affect our financial condition and results of operations.


Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks as well as through the internet through digital and mobile technologies. Although we take protective measures and endeavor to modify these systems as circumstances warrant, the advances in technology increase the risk of information security breaches. We provide our customers the ability to bank remotely, including over the Internet or through their mobile device. The secure transmission of confidential information is a critical element of remote and mobile banking. Any failure, interruption or breach in security of these systems could result in disruptions to our accounting, deposit, loan and other systems, and adversely affect our customer relationships.

There have been increasing efforts on the part of third parties, including through cyber-attacks, to breach data security at financial institutions or with respect to financial transactions. There have been several recent instances involving financial services, credit bureaus and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data, by both private individuals and foreign governments. In addition, because the techniques used to cause such security breaches change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Our network, and the systems of parties with whom we contract, could be vulnerable to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches.

Cyber threats are rapidly evolving and we may not be able than a larger institution to spreadanticipate or prevent all such attacks. These risks are heightened through the risksincreasing use of unfavorable local economic conditions across a large numberdigital and mobile solutions which allow for rapid money movement and increase the difficulty to detect and prevent fraudulent transactions. We may be required to spend significant capital and other resources to protect against the threat of more diverse economies.

Our concentrationsecurity breaches and computer viruses, or to alleviate problems caused by security breaches or viruses. To the extent that our activities or the activities of commercial purpose constructionour customers involve the storage and development loans is subjecttransmission of confidential information, security breaches (including breaches of security of customer systems and networks) and viruses could expose us to unique risks thatclaims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in our systems and could adversely affect our reputation, results of operations and ability to attract and maintain customers and businesses. In addition, a security breach could also subject us to additional regulatory scrutiny, expose us to civil litigation and possible financial condition.

Our commercial purpose constructionliability and development loan portfolio was $712 million at December 31, 2017, comprising 9% of total loans. Commercial purpose constructioncause reputational damage.


We rely on information technology and development loans are often riskier than other loans because of the lack of ongoing income supporting the asset being financed. Consequently, economic downturnstelecommunications systems and certain third-party service providers and certain failures could materially adversely affect our operations.

Our business is highly dependent on the abilitysuccessful and uninterrupted functioning of real estate developer borrowers’our information technology and telecommunications systems, third-party accounting systems and mobile and online banking platforms. We outsource many of our major systems, such as data processing, loan servicing and deposit processing systems and online banking platforms. While we have selected these vendors carefully, we do not control their actions. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Financial or operational difficulties of a vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to repayserve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Replacing these loansthird party vendors could also create significant delay and the value of property used as collateralexpense. Because our information technology and


telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such loans inservices exceeds capacity or such third-party systems fail or experience interruptions. If sustained or repeated, a more dramatic fashion. A sustained weak economy could also result in higher levels of nonperforming loans in other categories, such as commercial and industrial loans, which may result in additional losses. As a result, these loans could represent higher risk due to slower sales and reduced cash flow that affect the borrowers’ ability to repay on a timely basis whichsystem failure or service denial could result in a sharp increasedeterioration of our ability to process new and renewal loans, gather deposits and provide customer service, compromise our ability to operate effectively, damage our reputation, result in our total net charge-offs and requirea loss of customer business and/or subject us to significantly increase our allowance for loan losses,additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our financial condition orand results of operations.

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Our concentration of commercial real estate loans is subject

Failure to risks thatkeep pace with technological changes could adversely affect our resultsbusiness.

The financial services industry is continually undergoing rapid technological change with frequent introductions of operationsnew technology-driven products and services. The effective use of technology increases efficiency and enables financial condition.

institutions to better serve customers and to reduce costs. Our commercial real estate loan portfolio was $3.52 billion at December 31, 2017, comprising 46% of total loans. Commercial real estate loans typically involve larger loan balances than compared to residential mortgage loans. The repayment of loans secured by commercial real estate is dependentfuture success depends, in part, upon both the successful operation of the commercial project and the business operated out of that commercial real estate site, as over half of the commercial real estate loans are for owner-occupied properties. If the cash flows from the project are reduced or if the borrower’s business is not successful, a borrower’sour ability to repayaddress the loan may be impaired. This cash flow shortage may result in the failureneeds of our customers by using technology to make loan payments. In such cases, we may be compelledprovide products and services that will satisfy customer demands, as well as to modify the terms of the loan. In addition, the nature of these loans is such that they are generally less predictable and more difficult to evaluate and monitor. As a result, repayment of these loans may be subject to adverse conditions in the real estate market or economy. In addition, many economists believe that the potential for deterioration in income producing commercial real estate may occur through rising vacancy rates or declining absorption rates of existing square footage and/or units. As a result, these loans could represent higher risk due to slower sales and reduced cash flow that affect the borrowers’ ability to repay on a timely basis, could result in a sharp increasecreate additional efficiencies in our total net charge-offsoperations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and could require usservices or be successful in marketing these products and services to significantly increase our allowance for loan losses, any of whichcustomers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on our financial condition or results of operations.

Changes in prevailing interest rates may negatively affect net income and the value of our assets.

Changes in prevailing interest rates may negatively affect the level of our net interest revenue, the primary component of our net income. Federal Reserve policies, including interest rate policies, determine in large part our cost of funds for lending and investing and the return we earn on those loans and investments, both of which affect our net interest revenue. In a period of changing interest rates, interest expense may increase at different rates than the interest earned on assets. Accordingly, changes in interest rates could decrease net interest revenue. Changes in the interest rates may also negatively affect the value of our assets and our ability to realize gains or avoid losses from the sale of those assets, all of which also ultimately affect earnings. In addition, an increase in interest rates may decrease the demand for loans.

United’s reported financial results depend on the accounting and reporting policies of United, the application of which requires significant assumptions, estimates and judgments.

United’s accounting and reporting policies are fundamental to the methods by which we record and report ourbusiness, financial condition and results of operations. United’s management must make significant assumptions


Competition from financial institutions and estimatesother financial service providers may adversely affect our profitability.
The banking business is highly competitive and exercise significant judgmentwe experience competition in selectingeach of our markets from many other financial institutions. We compete with banks, credit unions, savings and applyingloan associations, mortgage banking firms, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as community, super-regional, national and international financial institutions that operate offices in our market areas and elsewhere. The financial services industry could become even more competitive as a result of legislative and regulatory changes. In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. We compete with these institutions both in attracting deposits and in making loans. Many of our competitors are well-established, larger financial institutions that can operate profitably with a narrower net interest margin and have a more diverse revenue base. In addition, many have fewer regulatory constraints and may have lower cost structures. We may face a competitive disadvantage as a result of our smaller size, more limited geographic diversification and inability to spread costs across broader markets. Although we compete by concentrating marketing efforts in our primary markets with local advertisements, personal contacts and greater flexibility and responsiveness in working with local customers, customer loyalty can be easily influenced by a competitor’s new products and our strategy may or may not continue to be successful. Failure to perform in any of these accountingareas could significantly weaken our competitive position, which could adversely affect our growth and reporting policies so they comply with GAAP and reflect management’s judgment of the most appropriate manner to report United’s financial condition and results. In some cases, management must select a policy from two or more alternatives, any ofprofitability which, may be reasonable under the circumstances, which may result in United reporting materially different results than would have been reported under a different alternative.

Certain accounting policies are critical to presenting United’s financial condition and results. They require management to make difficult, subjective and complex assumptions, estimates and judgments about matters that are uncertain. Materially different amountsturn, could be reported under different conditions or using different assumptions and estimates. These critical accounting policies relate to the allowance for loan losses, fair value measurement, and income taxes. Because of the uncertainty of assumptions and estimates involved in these matters, United may be required to do one or more of the following: significantly increase the allowance for loan losses and/or sustain credit losses that are significantly higher than the reserve provided; significantly decrease the carrying value of loans, foreclosed property or other assets or liabilities to reflect a reduction in their fair value; or, significantly increase or decrease accrued taxes and the value of our deferred tax assets.

If our allowance for credit losses is not sufficient to cover actual loan losses, earnings would decrease.

Our loan customers may not repay their loans according to their terms and the collateral securing the payment of these loans may be insufficient to assure repayment. We may experience significant loan losses which would have a material adverse effect on our operating results.business, financial condition and results of operations. We may also be affected by the marketplace loosening of credit underwriting standards and structures.


An ineffective risk management framework could have a material adverse effect on our strategic planning and our ability to mitigate risks and/or losses and could have adverse regulatory consequences.

We have implemented a risk management framework to identify and manage our risk exposure. This framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others, credit, market, liquidity, operational, capital, compliance, strategic and reputational risks. Our framework also includes financial, analytical, forecasting, or other modeling methodologies, which involves management makes various assumptions and judgments about the collectabilityjudgment. In addition, our board of the loan portfolio,directors, in consultation with management, has adopted a risk appetite statement, which sets forth certain thresholds and limits to govern our overall risk profile. However, there is no assurance that our risk management framework, including the creditworthiness of borrowersrisk metrics under our risk appetite statement, will be effective under all circumstances or that it will adequately identify, manage or mitigate any risk or loss to us. If our risk management framework is not effective, we could suffer unexpected losses and the value of the real estate and other assets servingbecome subject to regulatory consequences, as collateral for the repayment of loans. We maintain an allowance for credit losses in an attempt to cover any probable incurred loan losses in the loan portfolio. In determining the size of the allowance, our management relies on an analysis of the loan portfolio based on historical loss experience, volume and types of loans, trends in classification, volume and real estate values, trends in delinquencies and non-accruals, national and local economic conditions and other pertinent information. As a result of these considerations, we have from time to time increasedwhich our allowance for credit losses. For the year ended December 31, 2017, we recorded provision expensebusiness, financial condition, results of $3.80 million compared to a release of provision for credit losses of $800,000 and provision expense of $3.70 million for the years ended December 31, 2016 and 2015, respectively. If those assumptions are incorrect, the allowance may notoperations or prospects could be sufficient to cover future loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in the loan portfolio.

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materially adversely affected.


Reductions in interchange fees could reduce our non-interest income.

The Durbin Amendment to the Dodd-Frank Act has limited the amount of interchange fees that may be charged on certain debit card transactions. Beginning in July 2017, the Durbin Amendment became applicable to United because our total consolidated assets exceeded $10 billion at December 31, 2016. Complying with the Durbin Amendment will reduce United’s non-interest income from interchange fees.

We may be subject to losses due to fraudulent and negligent conduct of our loan customers, third partythird-party service providers and employees.

When we make loans to individuals or entities, we rely upon information supplied by borrowers and other third parties, including information contained in the applicant’s loan application, property appraisal reports, title information and the borrower’s net worth, liquidity and cash flow information. While we attempt to verify information provided through available sources, we cannot be certain all such information is correct or complete. Our reliance on incorrect or incomplete information could have a material adverse effect on our financial condition or results of operations.

Competition from These losses may be material and negatively affect our results of operations, financial institutions



condition or prospects. These losses could also lead to significant reputational risks and other effects. The sophistication of external fraud actors continues to increase, and in some cases includes large criminal rings, which increases the resources and infrastructure needed to thwart these attacks. The industry fraud threat continues to evolve, including but not limited to card fraud, check fraud, social engineering and phishing attacks for identity theft and account takeover.
Our inability to retain management and key employees or to attract new experienced financial service providers mayservices or technology professionals could impair our relationship with our customers, reduce growth and adversely affect our profitability.

Thebusiness.


We have assembled a management team which has substantial background and experience in banking business is highly competitive and we experience competitionfinancial services in eachour markets. Moreover, much of our marketsorganic loan growth in recent years was the result of our ability to attract experienced financial services professionals who have been able to attract customers from many other financial institutions. We competeanticipate deploying a similar hiring strategy in the future. Operating our technology systems requires employees with banks, credit unions, savings and loan associations, mortgage banking firms, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as community, super-regional, national and international financial institutions that operate offices in our market areas and elsewhere. We compete with these institutions both in attracting deposits and in making loans. Many of our competitors are well-established, larger financial institutionsspecialized skills that are ablenot readily available in the general employee candidate pool. Inability to operate profitably with a narrower net interest margin andretain these key personnel (including key personnel of the businesses we have a more diverse revenue base. We may face a competitive disadvantage as a result of our smaller size, more limited geographic diversification and inabilityacquired) or to spread costs across broader markets. Although we compete by concentrating marketing efforts in our primary markets with local advertisements, personal contacts and greater flexibility and responsiveness in working with local customers, customer loyalty can be easily influenced by a competitor’s new products and our strategy may or may not continue to be successful. attract experienced lenders with established books of business could negatively impact our growth because of the loss of these individuals’ skills and customer relationships and/or the potential difficulty of promptly replacing them. Moreover, the higher costs we must pay to hire and retain these experienced individuals could cause our noninterest expense levels to rise and negatively impact our results of operations.

REGULATORY COMPLIANCE RISK

We may also be affected by the marketplace loosening of credit underwriting standards and structures.

We may face risks with respectare subject to future expansion and acquisitions.

We may engage in de novo branch expansion and seek to acquire other financial institutions or parts of those institutions. These involve a number of risks, including:

·the potential inaccuracy of the estimates and judgments used to evaluate asset values and credit, operations, management and market risks with respect to an acquired branch or institution, a new branch office or a new market;
·the time and costs of evaluating new markets, hiring or retaining experienced local management and opening new offices and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;
·the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse effects on results of operations;
·the loss of key employees and customers of an acquired branch or institution;
·the difficulty or failure to successfully integrate the acquired financial institution or portion of the institution; and
·the temporary disruption of our business or the business of the acquired institution.

Changesextensive regulation that could restrict our activities. Additionally, changes in laws and regulations or failures to comply with such laws and regulations may adversely affect our financial condition and results of operations.

We

Government regulation and legislation subject United and other financial institutions to restrictions, oversight and/or costs that may have an impact on our subsidiary bankbusiness, financial condition, results of operations or the price of our common stock. We are heavily regulated by federal and state authorities. This regulation is designed primarily to protect depositors, federal deposit insurance funds and the banking system as a whole, but not shareholders. Congress and state legislatures and federal and state regulatory authorities continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including interpretation and implementation of statutes, regulations or policies could affect us in substantial and unpredictable ways, including limiting the types of financial services and products we may offer or increasing the ability of non-banks to offer competing financial services and products. Any regulatory changes or scrutiny could increase or decrease the cost of doing business, limit or expand our permissible activities, or affect the competitive balance among banks, credit unions, savings and loan associations and other institutions. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition, or results of operations.

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Federal and state regulators have the ability tocan impose or request that we consent to substantial sanctions, restrictions and requirements on our bankingbank and nonbankingnonbank subsidiaries if they determine, upon examination or otherwise, violations of laws, rules or regulations with which we or our subsidiaries must comply, or weaknesses or failures with respect to general standards of safety and soundness. Such enforcement may be formal or informal and can include directors’ resolutions, memoranda of understanding, cease and desist or consent orders, civil money penalties and termination of deposit insurance and bank closures. Enforcement actions may be taken regardless of the capital level of the institution. In particular, institutions that are not sufficiently capitalized in accordance with regulatory standards may also face capital directives or prompt corrective action. Enforcement actions may require certain corrective steps (including staff additions or changes), impose limits on activities (such as lending, deposit taking, acquisitions or branching), prescribe lending parameters (such as loan types, volumes and terms) and require additional capital to be raised, any of which could adversely affect our financial condition and results of operations. Enforcement actions, including the imposition of monetary penalties, may have a material impact on our financial condition or results of operations, and damage to our reputation, and result in the loss of our holding company status. In addition, compliance with any such action could distract management’s attention from our operations, cause us to incur significant expenses, restrict us from engaging in potentially profitable activities and limit our ability to raise capital. Closure of the Bank would result in a total loss of your investment.

In 2017, both Chambers of Congress proposed comprehensive financial regulatory reform bills that would amend the Dodd-Frank Act and that could affect the banking industry as a whole, including our business and results of operations, in ways that are difficult to predict. Although the bills vary in content, certain key aspects include revisions to rules related to mortgage loans, delayed implementation of rules related to the Home Mortgage Disclosure Act, reform and simplification of certain Volcker Rule requirements, and raising the threshold for applying enhanced prudential standards to bank holding companies with total consolidated assets equal to or greater than $50 billion to those with total consolidated assets equal to or greater than $250 billion. At this time, a timeline for presentment and enactment of such regulatory relief is uncertain and adoption of any such legislation may not result in a meaningful reduction of our regulatory burden and attendant costs. The failure to adopt financial reform regulation would result in our continuing to be subject to significant regulatory compliance costs, which would increase as our asset size comes closer to $50 billion.

The financial services industry is experiencing leadership changes at the federal banking agencies, which may impact regulations and government policy applicable to us.

In 2017 and early 2018, Congress confirmed a new Chairman of the Federal Reserve and a new Vice Chairman for Supervision at the Federal Reserve.

In addition the President nominated a new Chairwoman of the FDIC, and the Director of the CFPB resigned and was replaced by an interim Director. The President, senior members of Congress, and many among this new leadership group have advocated for significant reduction of financial services regulation, which may cause broader economic changes due to changes in governing ideology and governing style. As a result ofother banking regulations, the changes and impending changes in agency leadership, new regulatory initiatives may be stalled and certain previously enacted regulations may be revisited. New appointments to the Board of Governors of the Federal Reserve could affect monetary policy and interest rates, and changes in fiscal policy could affect broader patterns of trade and economic growth. At this time, further impact of these leadership changes and the potential impact on the regulatory requirements applicable to us and our supervision by these agencies is uncertain.

We face a risk of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The federal Bank Secrecy Act, USAthe Patriot Act of 2001 and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network,FinCEN, established by the Treasury to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal bank regulatory agencies, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the OFAC. Federal bank regulatory agencies and state bank regulators also have begun to focus on compliance with Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business



plan, including any acquisition plans that we have, which would negatively impact our business, financial condition and results of operations.

The short-term Failure to maintain and long-termimplement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.


Changes in other laws and regulations not specific to banking or financial services could also negatively impact our business, financial condition and results of operations. In addition, changes in laws or regulations that affect our customers and business partners could negatively affect our revenues and expenses. Certain changes in laws such as recent tax law reforms that impose limitations on the changingdeductibility of interest may decrease the demand for our products or services and could negatively affect our revenues and results of operations. Changes in bankruptcy law, zoning or land use laws and regulations or environmental laws, rules, regulation and enforcement or other statutes, ordinances, rules or administrative or judicial interpretations that affect our customers’ businesses could negatively impact our business.

Changes to capital requirements for bank holding companies and depository institutions that are now fully effective may restrict our ability to pay or increase dividends on or repurchase our common stock and may negatively affect our results of operations.

We are subject to regulatory requirements specifying minimum amounts and types of capital that we must maintain. From time to time, the regulators change these regulatory capital requirements is uncertain.

The Basel III Capital Rules include new minimum risk-based capital and leverage ratios, which are being phased in and modifyadequacy guidelines. In particular, the capital and asset definitions for purposes of calculating those ratios. Among other things, the Basel III Capital Rules established a new common equity Tier 1 minimum capital requirement of 4.5%, a higher minimum Tier 1 capitalrequirements applicable to risk-weighted assets requirement of 6% and a higher total capital to risk-weighted assets of 8%. In addition, the Basel III Capital Rules provide, to be considered “well-capitalized”, a new common equity Tier 1 capital requirement of 6.5% and a higher Tier 1 capital to risk-weighted assets requirement of 8%. Moreover, the Basel III Capital Rules limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of an additional 2.5% of common equity Tier 1 capital in addition to the 4.5% minimum common equity Tier 1 requirement and the other amounts necessary to the minimum risk-based capital requirements that will be phased in and fully effective in 2019.

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The application of the more stringent capital requirements described above could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in additional regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirementsus under the Basel III Capital Rulesrules became fully effective on January 1, 2019. We are now required to satisfy additional, more stringent, capital adequacy standards than we had in the past, including the 2.5% capital conservation buffer. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our having to lengthen the termfinancial condition and results of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffersoperations. In addition, these requirements could result in us modifying our business strategy and could limit our ability to pay dividends.

Our ability to fully utilize deferred tax assets could be impaired.

We reportedhave a net deferred tax asset of $88.0 million as of December 31, 2017, which includes approximately $4.41 million of deferred tax benefits related to federal and state operating loss carry-forwards. Our ability to use such assets is dependentnegative impact on our ability to generatelend, grow deposit balances, make acquisitions or make capital distributions in the form of dividends, share repurchases or redemptions. Higher capital levels could also lower our return on equity.


Because our total consolidated assets exceed $10 billion, we are subject to regulations and oversight that could materially and adversely affect our revenues and expenses.

Because we exceeded $10 billion in total consolidated assets in 2017, we have become subject to regulations and oversight that could adversely affect our revenues and expenses. Such regulations and oversight include the following:

Oversight by the CFPB. As a relatively new agency with evolving regulations and practices, there is uncertainty as to how the CFPB’s examination and regulatory authority might impact our business.

FDIC Deposit Assessment Scorecard. With respect to deposit-taking activities, we now are subject to a deposit assessment based on a scorecard issued by the FDIC that considers, among other things, the Bank’s CAMELS rating, results of asset-related stress testing and funding-related stress, as well as our use of core deposits. Depending on the results of a bank’s performance under that scorecard, the total base assessment rate is between 2.5 to 45 basis points. Any increase in the Bank’s deposit insurance assessments may result in an increased expense related to our use of deposits as a funding source and materially and adversely affect our results of operations.

Durbin Amendment. We no longer are exempt from the requirements of the Federal Reserve’s rules on interchange transaction fees for debit cards known as the Durbin Amendment. The Bank now is limited to receiving only a “reasonable” interchange transaction fee for any debit card transactions processed using debit cards issued by the Bank to our customers. The Federal Reserve has determined that it is unreasonable for a bank with more than $10 billion in total assets to receive more than $0.21 plus five basis points of the transaction plus a $0.01 fraud adjustment for an interchange transaction fee for debit card transactions. Future limitations upon interchange fees that may be charged could materially and adversely affect our results of operations.

As a result of becoming subject to the heightened regulatory requirements, we have hired and continue to hire additional compliance personnel and implement structural initiatives to address these requirements. However, compliance with these and future earnings within the operating loss carry-forward periods,requirements may necessitate that we hire additional compliance or other personnel, design and implement additional internal controls, or incur other significant expenses, any of which are generally 20 years. If we do not realize taxable earnings within the carry-forward periods,could have a material adverse effect on our deferred tax asset would be permanently impaired. Additionally, our ability to use such assets to offset future tax liabilities could be permanently impaired if cumulativebusiness, financial condition or results of operations.

We may issue additional common stock or other equity securities in the future which could dilute the ownership interest of existing shareholders.

In order to maintain capital at desired or regulatory-required levels, we may issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of common stock. We may sell these shares at prices below the current market price of shares, and the sale of these shares may significantly dilute shareholder ownership. We could also issue


additional shares in connection with acquisitions of other financial institutions or other investments, which could also dilute shareholder ownership.

MARKET RISKS

Changes in the method pursuant to which LIBOR and other benchmark rates are determined could adversely impact our business and results of operations.

LIBOR and certain other “benchmarks” are the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted. Our floating-rate funding, certain hedging transactions over a rolling three-year period resulted in an ownership change under Section 382and certain of the Internal Revenue Code. Thereproducts that we offer, such as floating-rate loans and mortgages, determine their applicable interest rate or payment amount by reference to a benchmark rate, such as LIBOR, the prime rate or the federal funds rate. In July 2017, the Chief Executive of the United Kingdom’s Financial Conduct Authority (the “FCA”) announced that the FCA intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Consequently, at this time, it is no guarantee thatnot possible to predict whether and to what extent banks will continue to provide submissions for the calculation of LIBOR. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR, or what the effect of any such changes in views or alternatives may be on the markets for LIBOR-linked financial instruments.

Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, the market transition away from LIBOR to an alternative reference ratio is complex and the failure to adequately manage the transition could have a range of material adverse effects on our tax benefits preservation plan will prevent usbusiness, financial condition and results of operations, including the potential to:

adversely affect the interest rates paid or received on, and the revenue and expenses associated with, our floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
adversely affect the value of our floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
prompt inquiries or other actions from experiencingregulators in respect of our preparation and readiness for the replacement of LIBOR with an ownership change under Section 382. Our inabilityalternative reference rate;
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
require the transition to utilizeor development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark.

The manner and impact of this transition, as well as the effect of these deferred tax assets (benefits) woulddevelopments on our funding costs, loan and investment and trading securities portfolios, asset-liability management and business, is uncertain.

Adverse conditions in the business or economic environment where we operate, as well as broader conditions, globally and in the United States, could have a material adverse effect on our financial condition and results of operations.

Our success depends significantly upon local, national and global economic and political conditions, as well as governmental monetary policies and trade relations. Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment in the markets where we operate and in the United States as a whole. Unlike banks that are more geographically diversified, we are a regional bank that provides services to customers primarily in Georgia, South Carolina, North Carolina and Tennessee. The market conditions in these markets may be different from, and could be worse than, the economic conditions in the United States as a whole. Adverse changes in business and economic conditions generally or specifically in the markets in which we operate could affect impact our business, including causing one or more of the following negative developments:
a decrease in the demand for loans and other products and services offered by us;
a decrease in the value of the collateral securing our residential or commercial real estate loans;
a permanent impairment of our assets; or
an increase in the number of customers or other counterparties who default on their loans or other obligations to us, which could result in a higher level of nonperforming assets, net charge-offs and provision for loan losses.



Our success is also influenced heavily by population growth, income levels, loans and deposits and on stability in real estate values in our markets. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally weaken significantly, our business may be adversely affected. If market and economic conditions deteriorate, this may lead to valuation adjustments on our loan portfolio and losses on defaulted loans and on the sale of other real estate owned. Additionally, such adverse economic conditions in our market areas, specifically decreases in real estate property values due to the nature of our loan portfolio, the majority of which is secured by real estate, could reduce our growth rate, affect the ability of our customers to repay their loans and generally affect our financial condition and results of operations. We are less able than larger institutions to spread the risks of unfavorable local economic conditions across a larger number of more diverse economies.

Our net interest margin, and consequently our net earnings, are significantly affected by interest rate levels.

Our profitability is dependent to a large extent on net interest income, which is the difference between interest income earned on loans, leases and investment securities and interest expense paid on deposits, other borrowings, senior debt and subordinated notes. The absolute level of interest rates as well as changes in interest rates, including changes to the shape of the yield curve, may affect our level of interest income, the primary component of our gross revenue, as well as the level of our interest expense. In a period of changing interest rates, interest expense may increase at different rates than the interest earned on assets, impacting our net interest income. Interest rate fluctuations are caused by many factors which, for the most part, are not under our control. For example, national monetary policy implemented by the Federal Reserve plays a significant role in the determination of interest rates. Additionally, competitor pricing and the resulting negotiations that occur with our customers also impact the rates we collect on loans and the rates we pay on deposits. In addition, the discontinuance of LIBOR as a reference rate, and the uncertainty related to such potential changes, may adversely affect the value of reference rate-linked debt securities and derivatives that we hold or issue, which could further impact our interest rate spread.

Changes in the level of interest rates also may negatively affect demand for, and thus our ability to originate, loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our results of operations and financial condition. A decline in the market value of our assets may limit our ability to borrow additional funds. As a result, we could be required to sell some of our loans and investments under adverse market conditions, upon terms that are not favorable to us, in order to maintain our liquidity. If those sales are made at prices lower than the amortized costs of the investments, we will incur losses.

Because of significant competitive pressures in our markets and the negative impact of these pressures on our deposit and loan pricing, coupled with the fact that a significant portion of our loan portfolio has variable rate pricing that moves in concert with changes to the Federal Reserve’s federal funds rate or LIBOR (both of which are at relatively low levels as a result of macroeconomic conditions), our net interest margin may be negatively impacted if these short-term rates remain at their low levels or decrease further. However, if short-term interest rates rise, our results of operations may also be negatively impacted if we are unable to increase the rates we charge on loans or earn on our investment securities in excess of the increases we must pay on deposits and our other funding sources. As interest rates change, we expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities (usually deposits and borrowings) will be more sensitive to changes in market interest rates than our interest-earning assets (usually loans and investment securities), or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” may work against us, and our results of operations and financial condition may be negatively affected.

We have historically entered into certain hedging transactions including interest rate swaps, which are designed to lessen elements of our interest rate exposure. If interest rates do not change in the manner anticipated, such transactions may not be effective and our results of operations may be adversely affected.

Changes in U.S. trade policies and other factors beyond our control, including the imposition of tariffs and retaliatory tariffs, and the impacts of pandemics may adversely impact our business, financial condition and results of operations.

There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliatory tariffs have been proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies. On January 26, 2020, President Trump signed a new trade agreement between the United States, Canada and Mexico to replace the North American Free Trade Agreement. The full impact of this agreement on us, our customers and on the economic conditions in our primary banking markets is currently unknown. In addition, the effects (or perceived effects) of


pandemics (including matters such as the coronavirus) may affect international trade, supply chains, travel, employee productivity and other economic activities. A trade war or other governmental action related to tariffs or international trade agreements or policies, as well as the effects (or perceived effects) of pandemics and other public concerns, have the potential to negatively impact ours and/or our customers’ costs, demand for our customers' products, and/or the U.S. economy or certain sectors thereof and, thus, adversely affect our business, financial condition, and results of operations.

Our stock price can be volatile.

Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors, some of which are unrelated to our financial performance, including, among other things:

actual or anticipated variations in quarterly results of operations;
recommendations by securities analysts;
operating and stock price performance of other companies that investors deem comparable to us;
news reports relating to trends, concerns and other issues in the financial services industry;
perceptions in the marketplace regarding us and/or our competitors;
new technology used, or services offered, by competitors;
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
failure to integrate acquisitions or realize anticipated benefits from acquisitions;
changes in government regulations; or
geopolitical conditions such as acts or threats of terrorism, military conflicts, the effects (or perceived effects) of pandemics and trade relations.

General market fluctuations, including real or anticipated changes in the strength of the local economy; industry factors and general economic and political conditions and events, such as economic slowdowns or recessions; interest rate changes, oil price volatility or credit loss trends could also cause our stock price to decrease regardless of our operating results.

Although our common stock currently is traded on the Nasdaq Stock Market’s Global Select Market, or “Nasdaq”, it has less liquidity than other stocks quoted on a national securities exchange.

Although our common stock is listed for trading on Nasdaq, the trading volume in our common stock is less than that of other, larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could cause our stock price to fall.

The trading volume in our common stock on Nasdaq has been relatively low when compared with larger companies listed on the Nasdaq or other stock exchanges. For 2019, our average daily trading volume was 412,773 shares. Although we have experienced increased liquidity in our stock, we cannot say with any certainty that a more active and liquid trading market for our common stock will continue to develop. Because of this, it may be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares.

We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.

Holders of our indebtedness have rights that are senior to those of our common shareholders.

At December 31, 2019, we had outstanding senior debentures, subordinated debentures and trust preferred securities and accompanying subordinated debentures totaling $213 million. Payments of the principal and interest on the senior debentures, subordinated debentures and the subordinated debentures accompanying the trust preferred securities are senior to payments with respect to shares of our common stock. We also conditionally guarantee payments of the principal and interest on the trust preferred securities. As a result, we must make payments on these debt instruments (including the related trust preferred securities) before any dividends can be paid on our common stock and, in the event of bankruptcy, dissolution or liquidation, the holders of the debt must be satisfied before any distributions can be


made on our common stock. We have the right to defer distributions on the subordinated debentures related to the trust preferred securities (and the related guarantee of payments on the trust preferred securities) for up to five years, during which time no dividends may be paid on our common stock. If our financial condition deteriorates or if we do not receive required regulatory approvals, we may be required to defer distributions on the subordinated debentures related to the trust preferred securities (and the related guarantee of payments on the trust preferred securities).

We may from time to time issue additional senior or subordinated indebtedness that would have to be repaid before our shareholders would be entitled to receive any of our assets.

An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC.

Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described herein and our shareholders will bear the risk of loss if the value or market price of our common stock is adversely affected.

United’s corporate organizational documents and the provisions of Georgia law to which we are subject contain certain provisions that could have an anti-takeover effect and may delay, make more difficult or prevent an attempted acquisition of United that you may favor.

United’s amended and restated articles of incorporation, as amended (our “articles”), and bylaws, as amended (our “bylaws”), contain various provisions that could have an anti-takeover effect and may delay, discourage or prevent an attempted acquisition or change of control of United. These provisions include:

a provision allowing the board of directors to consider the interests of our employees, customers, suppliers and creditors when considering an acquisition proposal;
a provision that all amendments to the articles and bylaws must be approved by a majority of the outstanding shares of our capital stock entitled to vote;
a provision requiring that any business combination involving United be approved by 75% of the outstanding shares of United’s common stock excluding shares held by stockholders who are deemed to have an interest in the transaction unless the business combination is approved by 75% of United’s directors;
a provision restricting removal of directors except for cause and upon the approval of two-thirds of the outstanding shares of our capital stock entitled to vote;
a provision that any special meeting of shareholders may be called only by the chairman, chief executive officer, president, chief financial officer, board of directors or the holders of 25% of the outstanding shares of United’s capital stock entitled to vote; and
a provision establishing certain advance notice procedures for matters to be considered at an annual meeting of shareholders.

Additionally, United’s articles authorize the board of directors to issue shares of preferred stock without shareholder approval and upon such terms as the board of directors may determine. The issuance of our preferred stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a controlling interest in us. In addition, certain provisions of Georgia law, including a provision which restricts certain business combinations between a Georgia corporation and certain affiliated shareholders, may delay, discourage or prevent an attempted acquisition or change in control of United.

LEGAL RISKS

We are subject to certain litigation, and our expenses related to this litigation may adversely affect our results.

We are from time to time subject to certain litigation in the ordinary course of our business. As we hire new revenue producing employees, we, and the employees we hire, may also periodically be the subject of litigation and threatened litigation with these employees’ former employers. We may also be subject to claims related to our loan servicing programs, particularly those involving servicing of commercial real estate loans. From time to time, and particularly during periods of economic stress, customers, including real estate developers and consumer borrowers, may make claims or otherwise take legal action pertaining to performance of our responsibilities. These claims are often referred to as “lender liability” claims and are sometimes brought in an effort to produce or increase leverage against us in workout negotiations or debt collection proceedings. Lender liability claims frequently assert one or more of the following allegations: breach of fiduciary duties, fraud, economic duress, breach of contract, breach of the implied covenant of good faith and fair dealing, and similar claims.



These and other claims and legal actions, as well as supervisory and enforcement actions by our regulators, including the CFPB or other regulatory agencies with which we deal, including those with oversight of our loan servicing programs, could involve large monetary claims, capital directives, agreements with federal regulators, cease and desist orders and significant defense costs. The outcome of any such cases or actions is uncertain. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects.

Environmental liability associated with commercial lending could result in losses.

In the course of business, we may acquire, through foreclosure, or deed in lieu of foreclosure, properties securing loans we have originated or purchased which are in default. Particularly in commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, we might be required to remove these substances from the affected properties at our sole cost and expense. The cost of this removal could substantially exceed the value of affected properties. We may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have a material adverse effect on our business, results of operations and financial condition.

STRATEGIC RISKS

Our acquisitions and future expansion may result in additional risks.
We expect to continue to expand in our current markets and in select attractive growth markets through additional branches and also may consider expansion within these markets through additional acquisitions of all or part of other financial institutions. These types of expansions involve various risks, including:

Planning and Execution of Expansion. We may be unable to successfully:

identify and expand into suitable markets;
identify and acquire suitable sites for new banking offices and comply with zoning and permitting requirements;
identify and evaluate potential acquisition and merger targets in a timely and cost-effective manner;
develop accurate estimates and judgments to evaluate asset values and credit, operations, management and market risks with respect to an acquired branch or institution, a new branch office or a new market;
manage transaction costs to preserve the expected financial benefits of the transaction;
avoid the diversion of our management’s attention to operations by the negotiation of a transaction;
manage entry into new markets where we have limited or no direct prior experience;
obtain regulatory and other approvals, or obtain such approvals without restrictive conditions;
avoid the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse effects on results of operations; or
finance an acquisition or expansion or avoid possible dilution of our tangible book value and/or net income per common share.

Management of Growth. We may be unable to successfully:

maintain loan quality in the context of significant loan growth;
attract sufficient deposits and capital to fund anticipated loan growth;
maintain adequate common equity and regulatory capital;
avoid diversion or disruption of our existing operations or management as well as those of the acquired institution;
hire or retain adequate management personnel and systems to oversee and support such growth;
avoid the loss of key employees and customers of an acquired branch or institution;
maintain adequate internal audit, loan review and compliance functions;
implement additional policies, procedures and operating systems required to support such growth;
integrate the acquired financial institution or portion of the institution; or
avoid temporary disruption of our business or the business of the acquired institution.

Regulatory and Economic Factors. Our growth and expansion plans also may be adversely affected by a number of regulatory and economic developments or other events. Failure to obtain required regulatory approvals, changes in laws and regulations or other regulatory developments and changes in prevailing economic conditions or other unanticipated events may prevent or adversely affect our continued growth and expansion. Such factors may cause us to alter our growth and expansion plans or slow or halt the growth and expansion process, which may prevent us from entering into or expanding in our targeted markets or allow competitors to gain or retain market share in our existing markets.



Failure to successfully address these and other issues related to our expansion could have a material adverse effect on our financial condition and results of operations, and could adversely affect our ability to successfully implement our business strategy. Also, if our growth occurs more slowly than anticipated or declines, our results of operations and financial condition could be materially adversely affected.
Future acquisitions may dilute current shareholders’ ownership of United and may cause United to become more susceptible to adverse economic events.

Future business acquisitions could be material to United and it may issue additional shares of stock to pay for those acquisitions, which would dilute current shareholders’ ownership interests. Acquisitions also could require us to use substantial cash or other liquid assets or to incur debt. In those events, we could become more susceptible to economic downturns, dislocations in capital markets and competitive pressures.

GENERAL BUSINESS RISKS

Our reported financial results incorporate significant assumptions, estimates and judgments. In addition, changes in accounting standards or interpretations could impact our reported earnings and financial condition.
Management must make significant assumptions and estimates and exercise significant judgment in selecting and applying accounting and reporting policies. In some cases, management must select a policy from two or more alternatives, any of which may be reasonable under the circumstances, which may result in reporting materially different results than would have been reported under a different alternative.
Certain accounting policies are critical to presenting our financial condition and results. They require management to make difficult, subjective and complex assumptions, estimates and judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions and estimates. These critical accounting policies relate to the allowance for loan losses, fair value measurement and income taxes. Because of the uncertainty of assumptions and estimates involved in these matters, we may be required to do one or more of the following: significantly increase the allowance for loan losses and/or sustain credit losses that are significantly higher than the reserve provided; significantly decrease the carrying value of loans, foreclosed property or other assets or liabilities to reflect a reduction in their fair value; or, significantly increase or decrease accrued taxes and the value of our deferred tax assets.
The accounting standard setters, including the FASB, the SEC and other regulatory agencies, periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. For example, in June 2016, the FASB issued a new current expected credit loss rule, which will require banks to record, at the time of origination, credit losses expected throughout the life of the asset portfolio on loans and held-to-maturity securities, as opposed to then-existing practice of recording losses when it is probable that a loss event has occurred. For additional information, refer to Note 2 of the Notes to our Consolidated Financial Statements contained in this Report. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, which would result in the recasting of our prior period financial statements.

Weather-related events or other natural disasters may have an effect on the performance of our loan portfolios, especially in our coastal markets, thereby adversely affecting our results of operations.

Our operations and customer base are located in markets where natural disasters, including tornadoes, severe storms, fires, floods, hurricanes and earthquakes have occurred. Such natural disasters could significantly affect the local population and economies and our business, and could pose physical risks to our properties. Although our banking offices are geographically dispersed throughout portions of the southeastern United States and we maintain insurance coverage for such events, a significant natural disaster in or near one or more of our markets could have a material adverse effect on our financial condition, results of operations or liquidity.

Negative publicity could damage our reputation and our business.

Reputation risk, or the risk to our earnings, liquidity and capital from negative public opinion, is inherent in our business. Negative public opinion could adversely affect our ability to keep and attract customers and expose us to adverse legal and regulatory consequences. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance, regulatory compliance, securities compliance, mergers and acquisitions, and disclosure, from sharing or inadequate protection of customer information and from actions taken by government regulators and community organizations in response to that conduct. Negative public opinion could also result from adverse news or publicity that impairs the reputation of the financial services industry


generally. Because we conduct most of our business under the “United” brand, negative public opinion about one business could affect our other businesses.

Disruptions in the operation of government or changes in government funding may adversely affect us.

Certain of our operations and customers are dependent on the regular operation of the federal or state government or programs they administer. For example, our SBA lending program depends on interaction with the SBA, an independent agency of the federal government. During a lapse in funding, such as has occurred during previous federal government “shutdowns”, the SBA may not be able to engage in such interaction. Similarly, loans we make through USDA lending programs may be delayed or adversely affected by lapses in funding for the USDA. In addition, customers who depend directly or indirectly on providing goods and services to federal or state governments or their agencies may reduce their business with us or delay repayment of loans due to lost or delayed revenue from those relationships. If funding for these lending programs or federal spending generally is reduced as part of the appropriations process or by administrative decision, demand for our services may be reduced. Any of these developments could have a material adverse effect on our financial condition, results of operations or liquidity.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential holders of our securities could lose confidence in our financial reporting, which would harm our business and the trading price of our securities.

Maintaining and adapting our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, is expensive and requires significant management attention. Moreover, as we continue to grow, our internal controls may become more complex and require additional resources to ensure they remain effective amid dynamic regulatory and other guidance. Failure to implement effective controls or difficulties encountered in the process may harm our results of operations and financial condition or cause us to fail to meet our reporting obligations. If we or our independent registered accounting firm identify material weaknesses in our internal control over financial reporting or are otherwise required to restate our financial statements, we could be required to implement expensive and time-consuming remedial measures and could lose investor confidence in the accuracy and completeness of our financial reports. We may also face regulatory enforcement or other actions, including the potential delisting of our securities from the Nasdaq Global Select Market. This could have an adverse effect on our business, financial condition or results of operations, as well as the trading price of our securities, and could potentially subject us to litigation.

We could be subject to changes in tax laws, regulations and interpretations or challenges to our income tax provision.

We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. Any change in enacted tax laws, rules or regulatory or judicial interpretations, any adverse outcome in connection with tax audits in any jurisdiction or any change in the pronouncements relating to accounting for income taxes could adversely affect our effective tax rate, tax payments and results of operations. In addition, changes in enacted tax laws, such as adoption of a lower income tax rate in any of the jurisdictions in which we operate, could impact our ability to obtain the future tax benefits represented by our deferred tax assets.

The Tax Act may have negative effects on our financial performance. For example, the Tax Act enacted limitations on certain deductions, such as the deduction of FDIC deposit insurance premiums, which will partially offset the anticipated increase in net earnings from a lower tax rate. In addition, as a result of the lower corporate tax rate, we were required under GAAP to record a tax expense due to remeasurement in the fourth quarter of 2017 with respect to our deferred tax asset amounting to $38.2 million. The impact of the Tax Act may differ from the foregoing, possibly materially, due to changes in interpretations or in assumptions that we have made, guidance or regulations that may be promulgated, and other actions that we may take as a result of the Tax Act. Similarly, the Bank’s customers are likely to experience varying effects from both the individual and business tax provisions of the Tax Act and such effects, whether positive or negative, may have a corresponding impact on our business and the economy as a whole.

System failure or cybersecurity breaches of our network security could subject us to increased operating costs as well as litigation and other potential losses.

We rely heavily on communications and information systems to conduct our business. The computer systems and network infrastructure we use could be vulnerable to unforeseen hardware and cybersecurity issues. Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. Any damage or failure that causes an interruption in our operations could have an adverse effect on our financial condition and results of operations. In addition, our operations are dependent upon our ability to protect the computer systems and network infrastructure we use, including our Internet banking activities, against damage from physical break-ins, cybersecurity breaches and other disruptive problems caused by the Internet or users. Such problems could jeopardize the security of our customers’ personal information and other information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us, subject us to additional regulatory scrutiny, damage our reputation, result in a loss of customers, or inhibit current and potential customers from our Internet banking services, any of all of which could have a material adverse effect on our results of operations and financial condition. Although we have security measures designed to mitigate the possibility of break-ins, breaches and other disruptive problems, including firewalls and penetration testing, there can be no assurance that such security measures will be effective in preventing such problems.

Our lack of geographic diversification increases our risk profile.

Our operations are located principally in Georgia, North Carolina, east Tennessee and South Carolina. As a result of this geographic concentration, our results depend largely upon economic and businessconditionsin this area. Deterioration in economic and business conditions in our service area could have a material adverse impact on the quality of our loan portfolio and the demand for our products and services, which in turn may have a material adverse effect on our results of operations.



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23
ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

Our interest-only home equity lines of credit expose us to increased lending risk.

At December 31, 2017, we had $731 million of home equity line of credit loans, which represented 9% of our loan portfolio as of that date. Historically, United’s home equity lines of credit generally had a 35 month or 10 year draw period with interest-only payment requirements for the term of the loan, a balloon payment requirement at the end of the draw period. Since June 2012, new home equity lines of credit generally have a 10 year interest only draw period followed by a 15 year amortized repayment period for any outstanding balance at the 10 year conversion date. United continues to offer a home equity line of credit with a 35 month draw period with interest-only payment requirements for the term of the loan with a balloon payment requirement at the end of the draw period. All home equity line of credit products, historically and currently available, have a maximum 80% combined loan to value ratio. Loan to value ratios are established on a case by case basis considering the borrower’s credit profile and the collateral type – primary or secondary residence. These loans are also secured by a first or second lien on the underlying home.

In the case of interest-only loans, a borrower’s monthly payment is subject to change when the loan converts to fully-amortizing status. Since the borrower's monthly payment may increase by a substantial amount even without an increase in prevailing market interest rates, the borrower might not be able to afford the increased monthly payment. In addition, interest-only loans have a large, balloon payment at the end of the loan term, which the borrower may be unable to pay. Also, real estate values may decline, dramatically reducing or even eliminating the borrower’s equity, and credit standards may tighten in concert with the higher payment requirement, making it difficult for borrowers to sell their homes or refinance their loans to pay off their mortgage obligations. The risks can be magnified by United’s limited ability to monitor the delinquency status of the first lien on the collateral. For these reasons, home equity lines of credit are considered to have an increased risk of delinquency, default and foreclosure than conforming loans and may result in higher levels of losses. The Bank mitigates these risks in its underwriting by calculating the fully amortizing principal and interest payment assuming 100% utilization and using that amount to determine the borrower’s ability to pay.

We rely on third parties to provide key components of our business infrastructure.

Third parties provide key components of our business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While we have selected these third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber attacks and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of services, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third party vendor could also hurt our operations if those difficulties interfere with the vendor's ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Replacing these third party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations.

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ITEM 2.PROPERTIES.

ITEM 1B.           UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the SEC staff regarding United’s periodic or current reports under the Exchange Act.

ITEM 2.          PROPERTIES.

TheOur executive offices of United are located at 125 Highway 515 East, Blairsville, Georgia. United ownsGeorgia, and we own this property. The Bank conducts business from facilities primarily owned by the Bank or its subsidiaries, all of which are in a good state of repair and appropriately designed for use as banking facilities. The Bank providesWe provide services or performsperform operational functions at 171181 locations, of which 139140 are owned and 3241 are leased under operating leases. NoteWe believe the terms of the various leases are consistent with market standards and were arrived at through arm’s-length bargaining. We consider our properties to be suitable and adequate for operating our banking business. Notes 8 and 14 to United’sour consolidated financial statements includesinclude additional information regarding amounts investedinvestments in premises and equipment.

equipment and leased properties.

ITEM 3.    LEGAL PROCEEDINGS.

In the ordinary course of operations, United and the Bankwe are defendants inparties to various legal proceedings. Additionally, in the ordinary course of business, Unitedproceedings and the Bank are subject toperiodic regulatory examinations and investigations. Based onThere are no material pending legal proceedings to which we or any of our knowledge and advice of counsel, in the opinion of management, there is no such pending or threatened legal matter in which an adverse decision will result in a material adverse change in the consolidated financial condition or results of operations of United. No material proceedings terminated in the fourth quarter of 2017.

properties are subject.

ITEM 4.    MINE SAFETY DISCLOSURES.

Not applicable.

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28



PART II

ITEM 5.MARKET FOR UNITED’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Stock.United’s common stock trades on the Nasdaq Global Select Market under the symbol “UCBI”. The closing price for the period ended December
At January 31, 2017 was $28.14. Below is a schedule of high, low and closing stock prices and average daily volume for all quarters in 2017 and 2016.

  2017  2016 
  High  Low  Close  Avg Daily
Volume
  High  Low  Close  Avg Daily
Volume
 
                         
First quarter $30.47  $25.29  $27.69   459,018  $19.27  $15.74  $18.47   440,759 
Second quarter  28.57   25.39   27.80   402,802   20.60   17.07   18.29   771,334 
Third quarter  29.02   24.47   28.54   365,102   21.13   17.42   21.02   379,492 
Fourth quarter  29.60   25.76   28.14   365,725   30.22   20.26   29.62   532,944 

At February 1, 2018,2020, there were 8,3298,139 record shareholders and approximately 17,728 beneficial shareholders of United’s common stock.

Dividends. United Our Board of Directors declared cash dividends in the aggregate of $.38$0.68 and $.30$0.58 per share on itsour common stock in 20172019 and 2016,2018, respectively. Federal and state laws and regulations impose restrictionsWe currently intend to continue to pay comparable quarterly cash dividends on the abilityour common stock, subject to approval by our Board of the BankDirectors, although we may elect not to pay dividends or to United without prior approvals.

change the amount of such dividends. The payment of dividends is a decision of our Board of Directors based upon then-existing circumstances, including our rate of growth, profitability, financial condition, existing and anticipated capital requirements, the amount of funds legally available for the payment of cash dividends, regulatory constraints and such other factors as the Board determines relevant.

Additional information regarding dividends is included in Note 20 to theour consolidated financial statements, under the heading of “Supervision and Regulation” in Part I of this reportReport and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources and Dividends.”

Share Repurchases. On March 22, 2016, United announced that its In November 2019, our Board of Directors had authorized a programan update to the existing common stock repurchase plan to authorize the repurchase of up to $50 million of United’s outstandingour common stock. The program is scheduled to expire on the earlier of the repurchase of our common stock throughhaving an aggregate purchase price of $50 million or December 31, 2017. In November of 2017, the Board of Directors extended this program through December 31, 2018.2020. Under the program, the shares may be repurchased periodically in open market transactions at prevailing market prices or in privately negotiated transactions, from time to time, or by other means in accordance with federal securities laws.laws, and the program may be suspended or discontinued at any time without notice. The actual timing, number and value of shares repurchased under the program dependswill be determined by management at its discretion and will depend on a number of factors, including the market price of United’s commonour stock, general market and economic conditions, and applicable legal requirements. As of December 31, 2017, the remaining authorization was $36.3 million.

The following table contains informationRepurchased shares will become treasury shares and may be utilized for shares repurchased during the fourth quarter of 2017.

(Dollars in thousands, except for per share
amounts)
 Total
Number of
Shares
Purchased
  Average
Price Paid
per Share
  Total Number of
Shares Purchased 
as Part of Publicly
Announced Plans 
or Programs
  Maximum Number (or
Approximate Dollar 
Value) of Shares that May 
Yet Be Purchased Under 
the Plans or Programs
 
October 1, 2017 - October 31, 2017  -  $-   -  $36,342 
November 1, 2017 - November 30, 2017  -   -   -   36,342 
December 1, 2017 - December 31, 2017  -   -   -   36,342 
Total  -  $-   -  $36,342 

United’s Amended and Restated 2000 Key Employee Stock Option Plan allows option holders to exercise stock options by delivering previously acquired shares having a fair market value equal to the exercise price provided that the shares delivered must have been held by the option holder for at least six months. In addition, United may withhold a sufficient number of restricted stock shares at the time of vesting to cover payroll tax withholdings at the election of the restricted stock recipient. In 2017 and 2016, 62,386 and 57,628 shares, respectively, were withheld to cover payroll taxes owed at the time of restricted stock vesting. No shares were delivered to exercise stock options in 2017 or 2016.

26
general corporate purposes.





Performance Graph. Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on United’sour common stock against the cumulative total return on the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Bank Stocks Index for the five-year period commencing December 31, 20122014 and ending on December 31, 2017.

  Cumulative Total Return* 
  2012  2013  2014  2015  2016  2017 
United Community Banks, Inc. $100  $188  $202  $210  $324  $312 
Nasdaq Stock Market (U.S.) Index  100   138   157   166   178   229 
Nasdaq Bank Index  100   139   143   152   206   213 

* Assumes $100 invested on December 31, 2012 in United’s common stock and above noted indexes. Total return includes reinvestment of dividends at the closing stock price of the common stock on the dividend payment date and the closing values of stock and indexes as of December 31 of each year.

2019.

chart-271825c93e6353369da.jpg
 Cumulative Total Return*
 2014 2015 2016 2017 2018 2019
United Community Banks, Inc.$100
 $104
 $160
 $155
 $120
 $177
Nasdaq Stock Market (U.S.) Index100
 106
 114
 146
 140
 189
Nasdaq Bank Index100
 107
 144
 149
 122
 148
27
*Assumes $100 invested on December 31, 2014 in our common stock and above noted indexes. Total return includes reinvestment of dividends at the closing stock price of the common stock on the dividend payment date and the closing values of stock and indexes as of December 31 of each year.


30



UNITED COMMUNITY BANKS, INC.

Item 6. Selected Financial Data

For the Years Ended December 31,

(in thousands, except per share data) 2017  2016  2015  2014  2013 
INCOME SUMMARY                    
Interest revenue $389,720  $335,020  $278,532  $248,432  $245,840 
Interest expense  33,735   25,236   21,109   25,551   27,682 
Net interest revenue  355,985   309,784   257,423   222,881   218,158 
Provision for credit losses  3,800   (800)  3,700   8,500   65,500 
Fee revenue  88,260   93,697   72,529   55,554   56,598 
Total revenue  440,445   404,281   326,252   269,935   209,256 
Expenses  267,611   241,289   211,238   162,865   174,304 
Income before income tax expense  172,834   162,992   115,014   107,070   34,952 
Income tax expense (benefit)  105,013   62,336   43,436   39,450   (238,188)
Net income  67,821   100,656   71,578   67,620   273,140 
Merger-related and other charges  14,662   8,122   17,995   -   - 
Income tax benefit of merger-related and other charges  (3,745)  (3,074)  (6,388)  -   - 
Impact of remeasurement of deferred tax asset resulting from 2017 Tax Cuts and Jobs Act  38,199   -   -   -   - 
Impairment of deferred tax asset on cancelled non-qualified stock options  -   976   -   -   - 
Release of disproportionate tax effects lodged in OCI  3,400   -   -   -   - 
Net income - operating(1) $120,337  $106,680  $83,185  $67,620  $273,140 
                     
PERFORMANCE MEASURES                    
Per common share:                    
Diluted net income - GAAP $.92  $1.40  $1.09  $1.11  $4.44 
Diluted net income - operating  (1)  1.63   1.48   1.27   1.11   4.44 
Cash dividends declared  .38   .30   .22   .11   - 
Book value  16.67   15.06   14.02   12.20   11.30 
Tangible book value(3)  13.65   12.95   12.06   12.15   11.26 
                     
Key performance ratios:                    
Return on common equity - GAAP(2)  5.67%  9.41%  8.15%  9.17%  46.72%
Return on common equity - operating(1)(2)  10.07   9.98   9.48   9.17   46.72 
Return on tangible common equity - operating(1)(2)(3)  12.02   11.86   10.24   9.32   47.35 
Return on assets - GAAP  .62   1.00   .85   .91   3.86 
Return on assets - operating(1)  1.09   1.06   .98   .91   3.86 
Dividend payout ratio - GAAP  41.30   21.43   20.18   9.91   - 
Dividend payout ratio - operating(1)  23.31   20.27   17.32   9.91   - 
Net interest margin (fully taxable equivalent)  3.52   3.36   3.30   3.26   3.30 
Efficiency ratio - GAAP  59.95   59.80   63.96   58.26   63.14 
Efficiency ratio - operating  (1)  56.67   57.78   58.51   58.26   63.14 
Average equity to average assets  10.71   10.54   10.27   9.69   10.35 
Average tangible equity to average assets(3)  9.29   9.21   9.74   9.67   10.31 
Average tangible common equity to average assets(3)  9.29   9.19   9.66   9.60   7.55 
Tangible common equity to risk-weighted assets(3)  12.05   11.84   12.82   13.82   13.17 
                     
ASSET QUALITY                    
Nonperforming loans $23,658  $21,539  $22,653  $17,881  $26,819 
Foreclosed properties  3,234   7,949   4,883   1,726   4,221 
Total nonperforming assets (NPAs)  26,892   29,488   27,536   19,607   31,040 
Allowance for loan losses  58,914   61,422   68,448   71,619   76,762 
Net charge-offs  5,998   6,766   6,259   13,879   93,710 
Allowance for loan losses to loans  .76%  .89%  1.14%  1.53%  1.77%
Net charge-offs to average loans  .08   .11   .12   .31   2.22 
NPAs to loans and foreclosed properties  .35   .43   .46   .42   .72 
NPAs to total assets  .23   .28   .29   .26   .42 
                     
AVERAGE BALANCES($ in millions)                    
Loans $7,150  $6,413  $5,298  $4,450  $4,254 
Investment securities  2,847   2,691   2,368   2,274   2,190 
Earning assets  10,162   9,257   7,834   6,880   6,649 
Total assets  11,015   10,054   8,462   7,436   7,074 
Deposits  8,950   8,177   7,055   6,228   6,027 
Shareholders’ equity  1,180   1,059   869   720   732 
Common shares - basic(thousands)  73,247   71,910   65,488   60,588   58,787 
Common shares - diluted(thousands)  73,259   71,915   65,492   60,590   58,845 
                     
AT PERIOD END($ in millions)                    
Loans $7,736  $6,921  $5,995  $4,672  $4,329 
Investment securities  2,937   2,762   2,656   2,198   2,312 
Total assets  11,915   10,709   9,616   7,558   7,424 
Deposits  9,808   8,638   7,873   6,335   6,202 
Shareholders’ equity  1,303   1,076   1,018   740   796 
Common shares outstanding(thousands)  77,580   70,899   71,484   60,259   59,432 

(in thousands, except per share data) 2019 2018 2017 2016 2015
INCOME SUMMARY          
Interest revenue $552,706
 $500,080
 $389,720
 $335,020
 $278,532
Interest expense 83,312
 61,330
 33,735
 25,236
 21,109
Net interest revenue 469,394
 438,750
 355,985
 309,784
 257,423
Provision for credit losses 13,150
 9,500
 3,800
 (800) 3,700
Noninterest income 104,713
 92,961
 88,260
 93,697
 72,529
Total revenue 560,957
 522,211
 440,445
 404,281
 326,252
Expenses 322,245
 306,285
 267,611
 241,289
 211,238
Income before income tax expense 238,712
 215,926
 172,834
 162,992
 115,014
Income tax expense 52,991
 49,815
 105,013
 62,336
 43,436
Net income 185,721
 166,111
 67,821
 100,656
 71,578
Merger-related and other charges 7,357
 7,345
 14,662
 8,122
 17,995
Income tax benefit of merger-related and other charges (1,695) (1,494) (3,745) (3,074) (6,388)
Impact of remeasurement of deferred tax asset resulting from 2017 Tax Cuts and Jobs Act 
 
 38,199
 
 
Impairment of deferred tax asset on cancelled non-qualified stock options 
 
 
 976
 
Release of disproportionate tax effects lodged in OCI 
 
 3,400
 
 
Net income - operating (1)*
 $191,383
 $171,962
 $120,337
 $106,680
 $83,185
PERFORMANCE MEASURES          
Per common share:          
Diluted net income - GAAP $2.31
 $2.07
 $0.92
 $1.40
 $1.09
Diluted net income - operating (1)*
 2.38
 2.14
 1.63
 1.48
 1.27
Cash dividends declared 0.68
 0.58
 0.38
 0.30
 0.22
Book value 20.53
 18.24
 16.67
 15.06
 14.02
Tangible book value (3)*
 16.28
 14.24
 13.65
 12.95
 12.06
Key performance ratios:          
Return on common equity - GAAP (2)
 11.89% 11.60% 5.67% 9.41% 8.15%
Return on common equity - operating (1)(2)*
 12.25
 12.01
 10.07
 9.98
 9.48
Return on tangible common equity - operating (1)(2)(3)*
 15.81
 15.69
 12.02
 11.86
 10.24
Return on assets - GAAP 1.46
 1.35
 0.62
 1.00
 0.85
Return on assets - operating (1)*
 1.51
 1.40
 1.09
 1.06
 0.98
Dividend payout ratio - GAAP 29.44
 28.02
 41.30
 21.43
 20.18
Dividend payout ratio - operating (1)*
 28.57
 27.10
 23.31
 20.27
 17.32
Net interest margin (fully taxable equivalent) 4.07
 3.91
 3.52
 3.36
 3.30
Efficiency ratio - GAAP 55.77
 57.31
 59.95
 59.80
 63.96
Efficiency ratio - operating (1)*
 54.50
 55.94
 56.67
 57.78
 58.51
Equity to total assets 12.66
 11.59
 10.94
 10.05
 10.58
Tangible common equity to tangible assets (3)*
 10.32
 9.29
 9.14
 8.77
 9.15
ASSET QUALITY          
Nonperforming loans $35,341
 $23,778
 $23,658
 $21,539
 $22,653
Foreclosed properties 476
 1,305
 3,234
 7,949
 4,883
Total nonperforming assets ("NPAs") 35,817
 25,083
 26,892
 29,488
 27,536
Allowance for loan losses 62,089
 61,203
 58,914
 61,422
 68,448
Net charge-offs 12,216
 6,113
 5,998
 6,766
 6,259
Allowance for loan losses to loans 0.70% 0.73% 0.76% 0.89% 1.14%
Net charge-offs to average loans 0.14
 0.07
 0.08
 0.11
 0.12
NPAs to loans and foreclosed properties 0.41
 0.30
 0.35
 0.43
 0.46
NPAs to total assets 0.28
 0.20
 0.23
 0.28
 0.29
AVERAGE BALANCES ($ in millions)
          
Loans $8,708
 $8,170
 $7,150
 $6,413
 $5,298
Investment securities 2,647
 2,899
 2,847
 2,691
 2,368
Earning assets 11,609
 11,282
 10,162
 9,257
 7,834
Total assets 12,687
 12,284
 11,015
 10,054
 8,462
Deposits 10,579
 10,000
 8,950
 8,177
 7,055
Shareholders’ equity 1,556
 1,380
 1,180
 1,059
 869
Common shares - basic (thousands)
 79,700
 79,662
 73,247
 71,910
 65,488
Common shares - diluted (thousands)
 79,708
 79,671
 73,259
 71,915
 65,492
AT PERIOD END ($ in millions)
          
Loans $8,813
 $8,383
 $7,736
 $6,921
 $5,995
Investment securities 2,559
 2,903
 2,937
 2,762
 2,656
Total assets 12,916
 12,573
 11,915
 10,709
 9,616
Deposits 10,897
 10,535
 9,808
 8,638
 7,873
Shareholders’ equity 1,636
 1,458
 1,303
 1,076
 1,018
Common shares outstanding (thousands)
 79,014
 79,234
 77,580
 70,899
 71,484

(1)Excludes merger-related and other charges, which includes amortization of certain executive change of control benefits, the 2017 impact of remeasurement of United'sUnited’s deferred tax assets following the passage of tax reform legislation, a 2017 release of disproportionate tax effects lodged in OCI, and a 2016 deferred tax asset impairment charge related to cancelled non-qualified stock optionsoptions. Merger-related and 2015other charges for the periods presented is comprised of merger-related costs, amortization of certain executive change of control benefits, executive retirement charges (2019), pension plan termination costs (2019), and impairment losses on surplus bank property.property (2015). (2) Net income less preferred stock dividends, divided by average realized common equity, which excludes accumulated other comprehensive income (loss).(3) Excludes effect of acquisition related intangibles and associated amortization.

28


* Represents a non-GAAP measure. For more information and a corresponding reconciliation of non-GAAP to related GAAP financial measures, see “GAAP Reconciliation and Explanation” and “Table 1 - Non-GAAP Performance Measures Reconciliation - Annual” in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section of this Report.


UNITED COMMUNITY BANKS, INC.

Item 6. Selected Financial Data, continued

       
  2017  2016 
  Fourth  Third  Second  First  Fourth  Third  Second  First 
(in thousands, except per share data) Quarter  Quarter  Quarter  Quarter  Quarter  Quarter  Quarter  Quarter 
INCOME SUMMARY                                
Interest revenue $106,757  $98,839  $93,166  $90,958  $87,778  $85,439  $81,082  $80,721 
Interest expense  9,249   9,064   8,018   7,404   6,853   6,450   6,164   5,769 
Net interest revenue  97,508   89,775   85,148   83,554   80,925   78,989   74,918   74,952 
Provision for credit losses  1,200   1,000   800   800   -   (300)  (300)  (200)
Fee revenue  21,928   20,573   23,685   22,074   25,233   26,361   23,497   18,606 
Total revenue  118,236   109,348   108,033   104,828   106,158   105,650   98,715   93,758 
Expenses  75,882   65,674   63,229   62,826   61,321   64,023   58,060   57,885 
Income before income tax expense  42,354   43,674   44,804   42,002   44,837   41,627   40,655   35,873 
Income tax expense  54,270   15,728   16,537   18,478   17,616   15,753   15,389   13,578 
Net income  (11,916)  27,946   28,267   23,524   27,221   25,874   25,266   22,295 
Merger-related and other charges  7,358   3,420   1,830   2,054   1,141   3,152   1,176   2,653 
Income tax benefit of merger-related and other charges  (1,165)  (1,147)  (675)  (758)  (432)  (1,193)  (445)  (1,004)
Impact of remeasurement of deferred tax asset resulting from 2017 Tax Cuts and Jobs Act  38,199   -   -   -   -             
Impairment of deferred tax asset on canceled non-qualified stock options  -   -   -   -   976   -   -   - 
Release of disproportionate tax effects lodged in OCI  -   -   -   3,400   -   -   -   - 
Net income - operating(1) $32,476  $30,219  $29,422  $28,220  $28,906  $27,833  $25,997  $23,944 
                                 
PERFORMANCE MEASURES                                
Per common share:                                
Diluted net income - GAAP $(.16) $.38  $.39  $.33  $.38  $.36  $.35  $.31 
Diluted net income - operating  (1)  .42   .41   .41   .39   .40   .39   .36   .33 
Cash dividends declared  .10   .10   .09   .09   .08   .08   .07   .07 
Book value  16.67   16.50   15.83   15.40   15.06   15.12   14.80   14.35 
Tangible book value(3)  13.65   14.11   13.74   13.30   12.95   13.00   12.84   12.40 
                                 
Key performance ratios:                                
Return on common equity - GAAP(2)(4)  (3.57)%  9.22%  9.98%  8.54%  9.89%  9.61%  9.54%  8.57%
Return on common equity - operating(1)(2)(4)  9.73   9.97   10.39   10.25   10.51   10.34   9.81   9.20 
Return on tangible common equity - operating(1)(2)(3)(4)  11.93   11.93   12.19   12.10   12.47   12.45   11.56   10.91 
Return on assets - GAAP(4)  (.40)  1.01   1.06   .89   1.03   1.00   1.04   .93 
Return on assets - operating(1)(4)  1.10   1.09   1.10   1.07   1.10   1.08   1.07   1.00 
Dividend payout ratio - GAAP  (62.50)  26.32   23.08   27.27   21.05   22.22   20.00   22.58 
Dividend payout ratio - operating(1)  23.81   24.39   21.95   23.08   20.00   20.51   19.44   21.21 
Net interest margin (fully taxable equivalent)(4)  3.63   3.54   3.47   3.45   3.34   3.34   3.35   3.41 
Efficiency ratio - GAAP  63.03   59.27   57.89   59.29   57.65   60.78   59.02   61.94 
Efficiency ratio - operating  (1)  56.92   56.18   56.21   57.35   56.58   57.79   57.82   59.10 
Average equity to average assets  11.21   10.86   10.49   10.24   10.35   10.38   10.72   10.72 
Average tangible equity to average assets(3)  9.52   9.45   9.23   8.96   9.04   8.98   9.43   9.41 
Average tangible common equity to average assets(3)  9.52   9.45   9.23   8.96   9.04   8.98   9.43   9.32 
Tangible common equity to risk-weighted assets(3)  12.05   12.80   12.44   12.07   11.84   12.22   12.87   12.77 
                                 
ASSET QUALITY                                
Nonperforming loans $23,658  $22,921  $23,095  $19,812  $21,539  $21,572  $21,348  $22,419 
Foreclosed properties  3,234   2,736   2,739   5,060   7,949   9,187   6,176   5,163 
Total nonperforming assets (NPAs)  26,892   25,657   25,834   24,872   29,488   30,759   27,524   27,582 
Allowance for loan losses  58,914   58,605   59,500   60,543   61,422   62,961   64,253   66,310 
Net charge-offs  1,061   1,635   1,623   1,679   1,539   1,359   1,730   2,138 
Allowance for loan losses to loans  .76%  .81%  .85%  .87%  .89%  .94%  1.02%  1.09%
 Net charge-offs to average loans(4)  .06   .09   .09   .10   .09   .08   .11   .14 
 NPAs to loans and foreclosed properties  .35   .36   .37   .36   .43   .46   .44   .45 
NPAs to total assets  .23   .23   .24   .23   .28   .30   .28   .28 
                                 
AVERAGE BALANCES($ in millions)                                
Loans $7,560  $7,149  $6,980  $6,904  $6,814  $6,675  $6,151  $6,004 
Investment securities  2,991   2,800   2,775   2,822   2,690   2,610   2,747   2,718 
Earning assets  10,735   10,133   9,899   9,872   9,665   9,443   9,037   8,876 
Total assets  11,687   10,980   10,704   10,677   10,484   10,281   9,809   9,634 
Deposits  9,624   8,913   8,659   8,592   8,552   8,307   7,897   7,947 
Shareholders’ equity  1,310   1,193   1,123   1,093   1,085   1,067   1,051   1,033 
 Common shares - basic(thousands)  76,768   73,151   71,810   71,700   71,641   71,556   72,202   72,162 
 Common shares - diluted(thousands)  76,768   73,162   71,820   71,708   71,648   71,561   72,207   72,166 
                                 
AT PERIOD END($ in millions)                                
Loans $7,736  $7,203  $7,041  $6,965  $6,921  $6,725  $6,287  $6,106 
Investment securities  2,937   2,847   2,787   2,767   2,762   2,560   2,677   2,757 
Total assets  11,915   11,129   10,837   10,732   10,709   10,298   9,928   9,781 
Deposits  9,808   9,127   8,736   8,752   8,638   8,442   7,857   7,960 
Shareholders’ equity  1,303   1,221   1,133   1,102   1,076   1,079   1,060   1,034 
Common shares outstanding(thousands)  77,580   73,403   70,981   70,973   70,899   70,861   71,122   71,544 

  2019 2018
(in thousands, except per share data) Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
INCOME SUMMARY                
Interest revenue $136,419
 $140,615
 $139,156
 $136,516
 $133,854
 $128,721
 $122,215
 $115,290
Interest expense 19,781
 21,277
 21,372
 20,882
 18,975
 16,611
 13,739
 12,005
Net interest revenue 116,638
 119,338
 117,784
 115,634
 114,879
 112,110
 108,476
 103,285
Provision for credit losses 3,500
 3,100
 3,250
 3,300
 2,100
 1,800
 1,800
 3,800
Noninterest income 30,183
 29,031
 24,531
 20,968
 23,045
 24,180
 23,340
 22,396
Total revenue 143,321
 145,269
 139,065
 133,302
 135,824
 134,490
 130,016
 121,881
Expenses 81,424
 82,924
 81,813
 76,084
 78,242
 77,718
 76,850
 73,475
Income before income tax expense 61,897
 62,345
 57,252
 57,218
 57,582
 56,772
 53,166
 48,406
Income tax expense 12,885
 13,983
 13,167
 12,956
 12,445
 13,090
 13,532
 10,748
Net income 49,012
 48,362
 44,085
 44,262
 45,137
 43,682
 39,634
 37,658
Merger-related and other charges (74) 2,605
 4,087
 739
 1,234
 592
 2,873
 2,646
Income tax benefit of merger-related and other charges 17
 (600) (940) (172) (604) (141) (121) (628)
Net income - operating (1)*
 $48,955
 $50,367
 $47,232
 $44,829
 $45,767
 $44,133
 $42,386
 $39,676
PERFORMANCE MEASURES                
Per common share:                
Diluted net income (loss) - GAAP $0.61
 $0.60
 $0.55
 $0.55
 $0.56
 $0.54
 $0.49
 $0.47
Diluted net income - operating (1)*
 0.61
 0.63
 0.59
 0.56
 0.57
 0.55
 0.53
 0.50
Cash dividends declared 0.18
 0.17
 0.17
 0.16
 0.16
 0.15
 0.15
 0.12
Book value 20.53
 20.16
 19.65
 18.93
 18.24
 17.56
 17.29
 17.02
Tangible book value (3)*
 16.28
 15.90
 15.38
 14.93
 14.24
 13.54
 13.25
 12.96
Key performance ratios:                
Return on common equity - GAAP (2)(4)
 12.07% 12.16% 11.45% 11.85% 12.08% 11.96% 11.20% 11.11%
Return on common equity - operating (1)(2)(4)*
 12.06
 12.67
 12.27
 12.00
 12.25
 12.09
 11.97
 11.71
Return on tangible common equity - operating (1)(2)(3)(4)*
 15.49
 16.38
 15.88
 15.46
 15.88
 15.81
 15.79
 15.26
Return on assets - GAAP (4)
 1.50
 1.51
 1.40
 1.44
 1.43
 1.41
 1.30
 1.26
Return on assets - operating (1)(4)*
 1.50
 1.58
 1.50
 1.45
 1.45
 1.42
 1.39
 1.33
Dividend payout ratio - GAAP 29.51
 28.33
 30.91
 29.09
 28.57
 27.78
 30.61
 25.53
Dividend payout ratio - operating (1)*
 29.51
 26.98
 28.81
 28.57
 28.07
 27.27
 28.30
 24.00
Net interest margin (fully taxable equivalent) (4)
 3.93
 4.12
 4.12
 4.10
 3.97
 3.95
 3.90
 3.80
Efficiency ratio - GAAP 54.87
 55.64
 57.28
 55.32
��56.73
 56.82
 57.94
 57.83
Efficiency ratio - operating (1)*
 54.92
 53.90
 54.42
 54.78
 55.83
 56.39
 55.77
 55.75
Equity to total assets 12.66
 12.53
 12.25
 12.06
 11.59
 11.30
 11.13
 11.06
Tangible common equity to tangible assets (3)*
 10.32
 10.16
 9.86
 9.76
 9.29
 8.95
 8.76
 8.66
ASSET QUALITY                
Nonperforming loans $35,341
 $30,832
 $26,597
 $23,624
 $23,778
 $22,530
 $21,817
 $26,240
Foreclosed properties 476
 102
 75
 1,127
 1,305
 1,336
 2,597
 2,714
Total nonperforming assets ("NPAs") 35,817
 30,934
 26,672
 24,751
 25,083
 23,866
 24,414
 28,954
Allowance for loan losses 62,089
 62,514
 62,204
 61,642
 61,203
 60,940
 61,071
 61,085
Net charge-offs 3,925
 2,723
 2,438
 3,130
 1,787
 1,466
 1,359
 1,501
Allowance for loan losses to loans 0.70% 0.70% 0.70% 0.73% 0.73% 0.74% 0.74% 0.75%
Net charge-offs to average loans (4)
 0.18
 0.12
 0.11
 0.15
 0.09
 0.07
 0.07
 0.08
NPAs to loans and foreclosed properties 0.41
 0.35
 0.30
 0.29
 0.30
 0.29
 0.30
 0.35
NPAs to total assets 0.28
 0.24
 0.21
 0.20
 0.20
 0.19
 0.20
 0.24
AVERAGE BALANCES ($ in millions)
                
Loans $8,890
 $8,836
 $8,670
 $8,430
 $8,306
 $8,200
 $8,177
 $7,993
Investment securities 2,486
 2,550
 2,674
 2,883
 3,004
 2,916
 2,802
 2,870
Earning assets 11,832
 11,568
 11,534
 11,498
 11,534
 11,320
 11,193
 11,076
Total assets 12,946
 12,681
 12,608
 12,509
 12,505
 12,302
 12,213
 12,111
Deposits 10,924
 10,531
 10,493
 10,361
 10,306
 9,950
 9,978
 9,759
Shareholders’ equity 1,623
 1,588
 1,531
 1,478
 1,420
 1,394
 1,370
 1,336
Common shares - basic (thousands)
 79,659
 79,663
 79,673
 79,807
 79,884
 79,806
 79,753
 79,205
Common shares - diluted (thousands)
 79,669
 79,667
 79,678
 79,813
 79,890
 79,818
 79,755
 79,215
AT PERIOD END ($ in millions)
                
Loans $8,813
 $8,903
 $8,838
 $8,493
 $8,383
 $8,226
 $8,220
 $8,184
Investment securities 2,559
 2,515
 2,620
 2,720
 2,903
 2,873
 2,834
 2,731
Total assets 12,916
 12,809
 12,779
 12,506
 12,573
 12,405
 12,386
 12,264
Deposits 10,897
 10,757
 10,591
 10,534
 10,535
 10,229
 9,966
 9,993
Shareholders’ equity 1,636
 1,605
 1,566
 1,508
 1,458
 1,402
 1,379
 1,357
Common shares outstanding (thousands)
 79,014
 78,974
 79,075
 79,035
 79,234
 79,202
 79,138
 79,123

(1)Excludes merger-related and other charges which includes termination of pension plan in the third quarter of 2019, executive retirement charges in the second quarter of 2019, and amortization of certain executive change of control benefits, the fourth quarter 2017 impact of remeasurement of United's deferred tax assets following the passage of tax reform legislation, a first quarter 2017 release of disproportionate tax effects lodged in OCI and a fourth quarter 2016 deferred tax asset impairment charge related to cancelled non-qualified stock options.benefits. (2) Net income less preferred stock dividends, divided by average realized common equity, which excludes accumulated other comprehensive income (loss).(3) Excludes effect of acquisition related intangibles and associated amortization.(4) Annualized.

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* Represents a non-GAAP measure. For more information and a corresponding reconciliation of non-GAAP to related GAAP financial measures, see “GAAP Reconciliation and Explanation” and “Table 1 - Non-GAAP Performance Measures Reconciliation - Quarterly” in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section of this Report.


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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


Overview

The following discussion is intended to provide insight into theand analysis of our financial condition and results of operations of United and its subsidiaries and should be read in conjunction with the consolidated financial statements and accompanying notes.

Historical results of operations and any trends that may appear may not indicate trends in results of operations for any future periods.


We offer a wide array of commercial and consumer banking services and investment advisory services through a 149 branch network throughout Georgia, South Carolina, North Carolina and Tennessee. We have grown organically as well as through strategic acquisitions.

In the past threetwo years, United has completedwe have continued to expand through acquisitions as follows: 

On May 1, 2019, we acquired First Madison Bank & Trust (“FMBT”), which operated four branches in the following acquisitions:

EntityDate Acquired
Four Oaks Fincorp, Inc. ("FOFN")November 1, 2017
HCSB Financial Corporation ("HCSB")July 31, 2017
Tidelands Bancshares, Inc. ("Tidelands")July 1, 2016
Palmetto Bancshares, Inc. ("Palmetto")September 1, 2015
MoneyTree Corporation ("MoneyTree")May 1, 2015

Athens-Clarke County, Georgia MSA. We acquired $245 million of assets and assumed $213 million of liabilities in the acquisition.


On February 1, 2018, we acquired NLFC Holdings Corp. (“Navitas”), a specialty lending company providing equipment finance credit services to small and medium-sized businesses nationwide. We acquired $393 million of assets and assumed $350 million of liabilities in the acquisition.
The acquired entities’ results are included in United’sour consolidated results beginning on the respective acquisition dates.

United


We reported net income of $67.8$186 million, or $.92$2.31 per diluted share, in 2017, compared with $1012019, up from $166 million, or $1.40$2.07 per diluted share, in 2016 and $71.6 million, or $1.09 per share, in 2015. The decrease in net income reflects the impact of the Tax Act that was signed into law on December 22, 2017. While the reduction of the federal corporate income tax rate from 35% to 21% is expected to lower United’s effective tax rate in 2018, it resulted in a requirement to remeasure United’s deferred tax assets in the period of enactment, which caused a $38.2 million increase in income tax expense in 2017.

2018. Net interest revenue increased to $356$469 million for 2017,2019, compared to $310$439 million in 2016 and $257 million in 2015. The increase was primarily due to higher loan volume, much of which resulted from the acquisitions of FOFN, HCSB and Tidelands (the “Acquisitions”). Netfor 2018, while net interest margin increased 16 basis points to 3.52%4.07% in 20172019 from 3.36%3.91% in 20162018.

The increase in net interest revenue and net interest margin was primarily attributable to loan growth, provided by organic growth and loans acquired from FMBT, and higher loan yields, including the effect of the equipment financing portfolio for the full year 2019. In addition, during 2019, we implemented a deleveraging strategy, which focused on reducing our investment portfolio and the use of higher-cost wholesale borrowings. The increase in interest revenue more than offset the increase in interest expense resulting from rising interest rates and deposit growth in 2019.

In addition, the increase in noninterest income, which was up $11.8 million, or 13%, from 2018, was primarily driven by increases in mortgage loan gains and related fees, income from bank owned life insurance (“BOLI”), and other income. During 2019, we focused on growing our mortgage business by investing in additional staff and mortgage loan offices, which, combined with a very favorable interest rate environment, contributed to the $8.14 million increase in mortgage loan gains and related fees. Elevated BOLI income in 2019 resulted from death benefits of $1.65 million recognized in the fourth quarter of 2019. Other income increased $2.57 million compared to 2018, due to several factors including higher equipment financing fee revenue and positive fair value adjustments on deferred compensation plan assets. The growth in equipment financing fee revenue was due to the effectinclusion of rising interest ratesthe Navitas portfolio for the full year of 2019 and equipment financing loan growth. These positive contributors to net income were offset by a $2.41 million decrease in gains on floating ratesales of other loans, which was a result of strategically holding more government guaranteed loans on our balance sheet in order to benefit from the stable yield on these lower-risk assets and investment securities, as well as growththe loss on disposal of our indirect auto loan portfolio.

Noninterest expenses for 2019 of $322 million were up $16.0 million, or 5%, from 2018. Salaries and employee benefits expense was the largest contributor to the increase, up $15.4 million in the loan portfolio that led2019, due to a more favorable earning asset mix.

several factors including increased brokerage and mortgage commissions, higher group medical costs and additional stock compensation expense.

The provision for credit losses was $3.80$13.2 million for 2017,2019, compared to a release of provision of $800,000$9.50 million for 2016.2018. Net charge-offs for 20172019 were $6.00$12.2 million, compared to $6.77$6.11 million for 2016.2018. While overall credit quality remained stable, loan growth and higher charge-offs in the equipment financing portfolio contributed to the increase in the provision. The increase in the provision reflects growth in the loan portfolio along with stable credit quality measures.

Asnet charge-offs on equipment financing loans of December 31, 2017, the allowance for loan losses was $58.9 million, or .76% of loans, compared with $61.4 million, or .89% of loans, at the end of 2016, reflecting continued asset quality improvement. Nonperforming assets of $26.9 million were .23% of total assets at December 31, 2017 compared to .28% as of December 31, 2016.

Fee revenue of $88.3$3.82 million was down $5.44 million, or 6%, from 2016. Service charges and fees decreased 9% compared to 2016 due mainly to the effect of the Durbin Amendment of the Dodd-Frank Act, which took effect for United in the third quarter of 2017 and limited the amount of interchange fees United could earn on debit card transactions. Mortgage loan and related fees decreased 10% from 2016 due to a combination of factors including our strategic decision to hold more loans on our balance sheet, margin compression and a decline in refinance activity in a rising rate environment. Fee revenue is shown in more detail in Table 4.

For 2017, operating expenses of $268 million were up $26.3 million, or 11%, from 2016, largelypartly due to the Acquisitions. Salaries and employee benefits expense increased $14.3 millioninclusion of these loans in 2017 mostly due toour portfolio for the Acquisitions and higher incentive compensation in connection with increased lending activity and improvement in earnings performance. Operating expenses for 2017 included $10.3 millionfull year of merger-related charges, $1.14 million of impairment on surplus bank properties, $1.53 million of executive retirement charges and $831,000 of branch closure costs, while operating expenses for 2016 included merger-related charges of $8.12 million.

Loans at2019.

At December 31, 2017 were $7.742019 our loans totaled $8.81 billion, up $815$429 million from the end of 2016,2018, primarily due to the acquisition of HCSB and FOFNFMBT combined with solidcontinued growth in our community banksbanking, mortgage and Commercial Banking Solutions areas.areas and partially offset by the strategic runoff and sale of our indirect auto loan portfolio, which totaled $208 million at December 31, 2018. Deposits were up $1.17 billion$363 million to $9.81$10.9 billion at December 31, 2017,2019, also as United focuseda result of the acquisition of FMBT and our continued focus on increasing low cost core transaction deposits, which grew $258$507 million in 2017,2019, excluding public funds deposits and the Acquisitions.deposits. At the end of 2017,2019, total equity capital


was $1.30$1.64 billion, up $228$178 million from December 31, 2016,2018, reflecting net income of $67.8$186 million and shares issued for acquisitionsother comprehensive income of $179$50.0 million, partially offset by the payment of dividends on United’sour common stock of $28.3$54.6 million and stock repurchases of $13.0 million. At December 31, 2017, all of United’s2019, the regulatory capital ratios of United and the Bank were significantly above “well-capitalized” levels.

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At December 31, 2019, we had consolidated total assets of $12.9 billion and 2,308 full-time equivalent employees.

For additional information related to financial trends between 2018 and 2017 please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on February 27, 2019, which information under that caption is incorporated herein by this reference.

Critical Accounting Policies

The

Our accounting and reporting policies of United and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to general practices within the banking industry. The more critical accounting and reporting policies include accounting for the allowance for loan losses, fair value measurements and income taxes. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Certain policies inherently have a greater reliance on the use of estimates, and as such have a greater possibility of producing results that could be materially different than originally reported.

Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

The

Certain policies inherently have a greater reliance on the use of estimates assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our allowance for credit losses, fair value measurements and income taxes to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies, discussed below, to be critical accounting policies and discuss them directly with the Audit Committee of our Board of Directors.

Our most significant accounting policies for United are presented in Note 1 to the accompanying consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this Management’s Discussion and Analysis, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Management views critical accounting policies to be those that are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant effect on the financial statements.

Management considers the following accounting policies to be critical accounting policies:

Allowance for Credit Losses

The allowance for credit losses is an estimate and represents management’s estimate of probable incurred credit losses in the loan portfolio and unfunded loan commitments. It consists of two components: the allowance for loan losses and the allowance for unfunded commitments. Estimating the amount of the allowance for credit losses requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on non-impaired loans based on historical loss experience, management’s evaluation of the current loan portfolio, and consideration of current economic trends, events and conditions. The loan portfolio also represents the largest asset type on theour consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

The allowance for loan losses is an estimate of probable incurred losses in the loan portfolio and is based on analyses developed through specific credit allocations for individual loans and historical loss experience for each loan category. The specific credit allocations are based on impairment analyses of all nonaccrual loansloan relationships over $500,000 and all troubled debt restructurings (“TDRs”), which are all considered impaired loans.regardless of amount. These analyses involve judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values. The historical loss experience is adjusted for known changes in economic trends, events and conditions and credit quality trends such as changes in the amount of past due and nonperforming loans. The resulting loss allocation factors are applied to the balance of each type of loan after removing the balance of impaired loans and other specifically allocated loans from each category. The loss allocation factors are updated quarterly.



There are many factors affecting the allowance for credit losses; some are quantitative while others require qualitative judgment. Although management believes its processes for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provision for loancredit losses could be required that could adversely affect our earnings or financial position in future periods.

Additional information on the loan portfolio and allowance for credit losses can be found in the sections of Management’s Discussion and Analysis titled “Asset Quality and Risk Elements” and “Nonperforming Assets” and in the sectionssection of Part I, Item 1 titled “Lending Policy” and “Loan Review and Nonperforming Assets”.Activities.” Note 1 to the consolidated financial statements includes additional information on accounting policies related to the allowance for loan losses.

Fair Value Measurements

At December 31, 2019, the percentage of our total assets measured at fair value on a recurring basis was 19%. See Note 24 “Fair Value Measurements” in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities, including a description of the fair value hierarchy.

Impaired loans and foreclosed assets may be measured and carried at fair value, the determination of which requires management to make assumptions, estimates and judgments. At December 31, 2017, the percentage of total assets measured at fair value on a recurring basis was 23%. See Note 24 “Fair Value” in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities.

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When a loan is considered individually impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reportedcarried on a net basis at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.collateral through either a specific valuation allowance or a charge-off. In addition, foreclosed assets are carried at the lower of cost, fair value, less cost to sell, or listed selling price less cost to sell, following foreclosure. Fair value is defined by GAAP “as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.” GAAP further defines an “orderly transaction” as “a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets. It is not a forced transaction (for example, a forced liquidation or distress sale).” Although management believes its processes for determining the value of impaired loans and foreclosed properties are appropriate and allow Unitedus to arrive at a fair value, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value. In addition, because of subjectivity in fair value determinations, there may be grounds for differences in opinions, which may result in disagreements between management and the Bank’s regulators, disagreements which could cause the Bank to change its judgments about fair value.

The fair values for available-for-sale and held-to-maturity securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of itsour securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management. UnitedWe periodically reviewsreview available-for-sale securities that are in an unrealized loss position to determine whether other-than-temporary impairment exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost-basis. The primary factors management considers in determining whether impairment is other-than-temporary are long term expectations and recent experience regarding principal and interest payments, and the ability and intent to hold the security until the amortized cost basis is recovered.

United uses

We use derivatives primarily to manage itsour interest rate risk or to help itsour customers manage their interest rate risk. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. However, United doeswe do evaluate the level of these observable inputs and there are some instances, with highly structured transactions, where United haswe have determined that the inputs are not directly observable. This is discussed in Note 24We seek to the consolidated financial statements. United mitigatesmitigate the credit risk by subjecting counterparties to credit reviews and approvals similar to those used in making loans and other extensions of credit. In addition, certain counterparties are required to provide us with collateral to United when their unsecured loss positions exceed certain negotiated limits.

As management has expanded its SBA lending and subsequent loan sales activities,

We recognize a servicing rights asset has been recognized (per ASC 860). This asset is recorded at fair value on recognition, and United has elected to carry this asset at fair value for subsequent reporting. United also recognizes servicing rights upon the sale of residential mortgage loans and SBA/USDA loans sold with servicing retained. Effective January 1, 2017, United elected to carry servicing rights for residential mortgage loansServicing right assets are carried at fair value. Given the nature of these SBA/USDA and residential mortgage servicing assets, the key valuation inputs are unobservable and United discloseswe disclose them as a level 3 item in Note 24.

Beginning in the third quarter of 2016, managementitem.


Management has elected the fair value option for most newly originated mortgage loans held for sale. UnitedWe elected the fair value option for itsour portfolio of mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held


for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan, and as such is categorized as level 2 in Note 24.

2.

As of December 31, 2017, United2019, we had $900,000level 3 assets, those valued using unobservable inputs, consisting of $998,000 of available-for-sale debt securities, $7.74$6.79 million in servicing rights for SBA/USDA loans, $8.26$13.6 million in residential mortgage servicing rights and $12.2$7.24 million in derivative financial instruments that were valued using unobservable inputs.assets. The sum of these items represents less than .25%0.22% of total assets. UnitedWe also had $16.7level 3 derivative liabilities totaling $8.56 million, in derivative financial instruments recorded as liabilities that were valued using unobservable inputs, which represent .16%represents 0.08% of total liabilities.

Income Tax Accounting

Income tax liabilities or assets are established for the amount of taxes payable or refundable for the current or prior years. Deferred tax liabilities and assets are also established for the future tax consequences of events that have been recognized in the financial statements or tax returns. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and deductions that can be carried forward (used) in future years. The valuation of current and deferred tax liabilities and assets is considered critical as it requires management to make estimates based on provisions of the enacted tax laws. The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgments concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of regulatory agencies and federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings.

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At December 31, 2017, United reported a net deferred tax asset totaling $88.0 million, net of a valuation allowance of $4.41 million. Accounting Standards Codification Topic 740,Income Taxes, requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. United’s management considers both positive and negative evidence. In making such judgments, significant weight is given to evidence that can be objectively verified.

Regulatory risk-based capital rules limit the amount of deferred tax assets that a bank or bank holding company can include in Tier 1 capital. Generally, deferred tax assets that arise from net operating loss and tax credit carryforwards, net of any related valuation allowances and net of deferred tax liabilities, are excluded from CET1 and Tier 1 capital. Deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of deferred tax liabilities, that exceed certain thresholds are excluded from CET1 and Tier 1 capital.

Mergers and Acquisitions

United selectively engages in the evaluation of strategic partnerships.

Mergers and acquisitions present opportunities to enter new markets with an established presence and a capable management team already in place or enhance our market share in markets where we already have an established presence. United employsWe employ certain criteria to seek to ensure that any merger or acquisition candidate meets strategic growth and earnings objectives, that will build future franchise value for shareholders. Additionally,including the criteria include ensuring that managementaddition of a potential partner shares United’s community banking philosophy of premium service quality and operates in attractive markets with excellent opportunities for further organic growth.

growth in order to build future franchise value for our shareholders. We also seek to ensure that management of a potential partner shares our community banking philosophy of premium service quality.


On NovemberMay 1, 2017, United2019, we completed the acquisition of FOFN and its wholly-owned bank subsidiary, Four Oaks Bank & Trust Company. FOFNFMBT, which operated 14four banking offices in the Raleigh, North Carolina area.Athens-Clarke County, Georgia. In connection with the acquisition, Unitedwe acquired $729$245 million of assets and assumed $658$213 million of liabilities. Under the terms of the merger agreement, FOFNFMBT shareholders received .6178 shares of United common stock and $1.90 for each share of FOFN common stock issued and outstanding at the closing date, or an aggregate of $126 million. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $54.7 million.

On July 31, 2017, United completed the acquisition of HCSB and its wholly-owned bank subsidiary, Horry County State Bank. HCSB operated eight branches in coastal South Carolina. In connection with the acquisition, United acquired $390 million of assets and assumed $347 million of liabilities. Under the terms of the merger agreement, HCSB shareholders received .0050 shares of United common stock for each share of HCSB common stock issued and outstanding at the closing date, or an aggregate of $65.8 million. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $23.9 million.

On July 1, 2016, United completed the acquisition of Tidelands and its wholly-owned bank subsidiary, Tidelands Bank. Tidelands operated seven branches in coastal South Carolina. In connection with the acquisition, United acquired $440 million of assets and assumed $440 million of liabilities. Under the terms of the merger agreement, Tidelands’ shareholders received cash equal to $0.52 per common share, or an aggregate of $2.22 million. Additionally, at closing, United redeemed all of Tidelands’ fixed-rate cumulative preferred stock that was issued to the U.S. Department of the Treasury (the “Treasury”) under the Treasury’s Capital Purchase Program, plus unpaid dividends, for $8.98$52.1 million in aggregate. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $10.7 million.

On September 1, 2015, United completed the acquisition of Palmetto and its wholly-owned bank subsidiary, The Palmetto Bank. Palmetto operated 25 branches in South Carolina. In connection with the acquisition, United acquired $1.15 billion of assets and assumed $1.02 billion of liabilities. Total consideration transferred was $244 million of common equity and cash. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $115 million.

$20.3 million, representing the intangible value of FMBT’s business and reputation within the markets it served.

On MayFebruary 1, 2015, United2018, we completed the acquisition of MoneyTreeNavitas, a specialty lending company providing equipment finance credit services to small and its wholly-owned bank subsidiary, First National Bank. MoneyTree operated ten branches in east Tennessee.medium-sized businesses nationwide. In connection with the acquisition, Unitedwe acquired $459$393 million of assets and assumed $410$350 million of liabilitiesliabilities. Under the terms of the merger agreement, Navitas shareholders received $130 million in total consideration, of which $84.5 million was paid in cash and $9.99$45.7 million was paid in shares of preferredour common stock. Total consideration transferred was $54.6 million of common equity and cash. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $14.7 million.

United$87.4 million, representing the intangible value of Navitas’s business and reputation within the markets it served.


We will continue to evaluate potential transactions as opportunities arise.

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Recent Developments

On January 18, 2018, United issued $100 million of 4.5% Fixed to Floating Rate Subordinated notes due January 30, 2028 (the “Notes”). The Notes will initially bear interest at a rate of 4.500% per annum, payable semi-annually in arrears, with interest commencing on the issue date, to, but excluding, January 30, 2023, and, thereafter, payable quarterly in arrears at an annual floating rate equal to three-month LIBOR as determined for the applicable quarterly period, plus 2.120%. The notes are callable after five years and qualify as Tier 2 regulatory capital.

On February 1, 2018, United completed its previously announced acquisition of NLFC Holdings Corp. (“NLFC”) and its wholly-owned subsidiary, Navitas Credit Corp (“Navitas”). Navitas is a specialty lending company providing equipment finance credit services to small and medium-sized businesses nationwide. As of December 31, 2017, NLFC had total assets of $410 million and loans of $377 million.

Under the terms of the merger agreement, NLFC shareholders received $130 million in total consideration, $84.5 million of which was paid in cash and $45.7 million was paid in United common stock.

GAAP Reconciliation and Explanation

This Form 10-KReport contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share,” “tangible equity to assets,” “tangible common equity to assets”share” and “tangible common equity to risk-weightedtangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of United’s ongoingour core business operations. Operating performance measures include “expenses – operating,” “net income – operating,” “net income available to common shareholders – operating,” “diluted net income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating,” “dividend payout ratio – operating” and “efficiency ratio – operating.” Management has developed internal processes and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the audit committee of United’sour Board of Directors each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating United’sour operations and performance over periods of time, as well as in managing and evaluating United’sour business and in discussions about United’sour operations and performance. Management believes these non-GAAP measures may also provide users of United’sour financial information with a meaningful measure for assessing United’sour financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other


similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in the tables on pages 35 through 36.

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Table 1 of Management’s Discussion and Analysis.


37



UNITED COMMUNITY BANKS, INC.

INC.

Table 1 - Non-GAAP Performance Measures Reconciliation - Annual

Selected Financial Information

  For the Twelve Months Ended
December 31,
 
(in thousands, except per share data) 2017  2016  2015  2014  2013 
                
Expense reconciliation                    
Expenses (GAAP) $267,611  $241,289  $211,238  $162,865  $174,304 
Merger-related and other charges  (14,662)  (8,122)  (17,995)  -   - 
Expenses - operating $252,949  $233,167  $193,243  $162,865  $174,304 
                     
Net income reconciliation                    
Net income (GAAP) $67,821  $100,656  $71,578  $67,620  $273,140 
Merger-related and other charges  14,662   8,122   17,995   -   - 
Income tax benefit of merger-related and other charges  (3,745)  (3,074)  (6,388)  -   - 
Impact of tax reform on remeasurement of deferred tax asset  38,199   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   976   -   -   - 
Release of disproportionate tax effects lodged in OCI  3,400   -   -   -   - 
Net income - operating $120,337  $106,680  $83,185  $67,620  $273,140 
Diluted income per common share reconciliation                    
Diluted income per common share (GAAP) $.92  $1.40  $1.09  $1.11  $4.44 
Merger-related and other charges  .14   .07   .18   -   - 
Impact of tax reform on remeasurement of deferred tax asset  .52   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   .01   -   -   - 
Release of disproportionate tax effects lodged in OCI  .05   -   -   -   - 
Diluted income per common share - operating $1.63  $1.48  $1.27  $1.11  $4.44 
                     
Book value per common share reconciliation                    
Book value per common share (GAAP) $16.67  $15.06  $14.02  $12.20  $11.30 
Effect of goodwill and other intangibles  (3.02)  (2.11)  (1.96)  (.05)  (.04)
Tangible book value per common share $13.65  $12.95  $12.06  $12.15  $11.26 
                     
Return on tangible common equity reconciliation                    
Return on common equity (GAAP)  5.67%  9.41%  8.15%  9.17%  46.72%
Merger-related and other charges  .92   .48   1.33   -   - 
Impact of tax reform on remeasurement of deferred tax asset  3.20   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   .09   -   -   - 
Release of disproportionate tax effects lodged in OCI  .28   -   -   -   - 
Return on common equity - operating  10.07   9.98   9.48   9.17   46.72 
Effect of goodwill and other intangibles  1.95   1.88   .76   .15   .63 
Return on tangible common equity - operating  12.02%  11.86%  10.24%  9.32%  47.35%
                     
Return on assets reconciliation                    
Return on assets (GAAP)  .62%  1.00%  .85%  .91%  3.86%
Merger-related and other charges  .09   .05   .13   -   - 
Impact of tax reform on remeasurement of deferred tax asset  .35   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   .01   -   -   - 
Release of disproportionate tax effects lodged in OCI  .03   -   -   -   - 
Return on assets - operating  1.09%  1.06%  .98%  .91%  3.86%
                     
Dividend payout ratio reconciliation                    
Dividend payout ratio (GAAP)  41.30%  21.43%  20.18%  9.91%  -%
Merger-related and other charges  (5.65)  (1.02)  (2.86)  -   - 
Impact of tax reform on remeasurement of deferred tax asset  (11.61)  -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   (.14)  -   -   - 
Release of disproportionate tax effects lodged in OCI  (.73)  -   -   -   - 
Dividend payout ratio - operating  23.31%  20.27%  17.32%  9.91%  -%
                     
Efficiency ratio reconciliation                    
Efficiency ratio (GAAP)  59.95%  59.80%  63.96%  58.26%  63.14%
Merger-related and other charges  (3.28)  (2.02)  (5.45)  -   - 
Efficiency ratio - operating  56.67%  57.78%  58.51%  58.26%  63.14%
                     
Average equity to assets reconciliation                    
Equity to assets (GAAP)  10.71%  10.54%  10.27%  9.69%  10.35%
Effect of goodwill and other intangibles  (1.42)  (1.33)  (.53)  (.02)  (.04)
    Tangible equity to assets  9.29   9.21   9.74   9.67   10.31 
Effect of preferred equity  -   (.02)  (.08)  (.07)  (2.76)
Tangible common equity to assets  9.29%  9.19%  9.66%  9.60%  7.55%
                     
Tangible common equity to risk-weighted assets reconciliation                    
Tier 1 capital ratio (Regulatory)  12.24%  11.23%  11.45%  12.06%  12.74%
Effect of other comprehensive income  (.29)  (.34)  (.38)  (.35)  (.39)
Effect of deferred tax limitation  .51   1.26   2.05   3.11   4.26 
Effect of trust preferred  (.36)  (.25)  (.08)  (1.00)  (1.04)
Effect of preferred equity  -   -   (.15)  -   (2.39)
Basel III intangibles transition adjustment  (.05)  (.06)  (.10)  -   - 
Basel III disallowed investments  -   -   .03   -   - 
Tangible common equity to risk-weighted assets  12.05%  11.84%  12.82%  13.82%  13.18%

35

  For the Twelve Months Ended December 31,
(in thousands, except per share data) 2019 2018 2017 2016 2015
Expense reconciliation          
Expenses (GAAP) $322,245
 $306,285
 $267,611
 $241,289
 $211,238
Merger-related and other charges (7,357) (7,345) (14,662) (8,122) (17,995)
Expenses - operating $314,888
 $298,940
 $252,949
 $233,167
 $193,243
           
Net income reconciliation          
Net income (GAAP) $185,721
 $166,111
 $67,821
 $100,656
 $71,578
Merger-related and other charges 7,357
 7,345
 14,662
 8,122
 17,995
Income tax benefit of merger-related and other charges (1,695) (1,494) (3,745) (3,074) (6,388)
Impact of tax reform on remeasurement of deferred tax asset 
 
 38,199
 
 
Impairment of deferred tax asset on canceled non-qualified stock options 
 
 
 976
 
Release of disproportionate tax effects lodged in OCI 
 
 3,400
 
 
Net income - operating $191,383
 $171,962
 $120,337
 $106,680
 $83,185
           
Diluted income per common share reconciliation          
Diluted income per common share (GAAP) $2.31
 $2.07
 $0.92
 $1.40
 $1.09
Merger-related and other charges 0.07
 0.07
 0.14
 0.07
 0.18
Impact of tax reform on remeasurement of deferred tax asset 
 
 0.52
 
 
Impairment of deferred tax asset on canceled non-qualified stock options 
 
 
 0.01
 
Release of disproportionate tax effects lodged in OCI 
 
 0.05
 
 
Diluted income per common share - operating $2.38
 $2.14
 $1.63
 $1.48
 $1.27
           
Book value per common share reconciliation          
Book value per common share (GAAP) $20.53
 $18.24
 $16.67
 $15.06
 $14.02
Effect of goodwill and other intangibles (4.25) (4.00) (3.02) (2.11) (1.96)
Tangible book value per common share $16.28
 $14.24
 $13.65
 $12.95
 $12.06
           
Return on tangible common equity reconciliation          
Return on common equity (GAAP) 11.89 % 11.60 % 5.67 % 9.41 % 8.15 %
Merger-related and other charges 0.36
 0.41
 0.92
 0.48
 1.33
Impact of tax reform on remeasurement of deferred tax asset 
 
 3.20
 
 
Impairment of deferred tax asset on canceled non-qualified stock options 
 
 
 0.09
 
Release of disproportionate tax effects lodged in OCI 
 
 0.28
 
 
Return on common equity - operating 12.25
 12.01
 10.07
 9.98
 9.48
Effect of goodwill and other intangibles 3.56
 3.68
 1.95
 1.88
 0.76
Return on tangible common equity - operating 15.81 % 15.69 % 12.02 % 11.86 % 10.24 %
           
Return on assets reconciliation          
Return on assets (GAAP) 1.46 % 1.35 % 0.62 % 1.00 % 0.85 %
Merger-related and other charges 0.05
 0.05
 0.09
 0.05
 0.13
Impact of tax reform on remeasurement of deferred tax asset 
 
 0.35
 
 
Impairment of deferred tax asset on canceled non-qualified stock options 
 
 
 0.01
 
Release of disproportionate tax effects lodged in OCI 
 
 0.03
 
 
Return on assets - operating 1.51 % 1.40 % 1.09 % 1.06 % 0.98 %
           
Dividend payout ratio reconciliation          
Dividend payout ratio (GAAP) 29.44 % 28.02 % 41.30 % 21.43 % 20.18 %
Merger-related and other charges (0.87) (0.92) (5.65) (1.02) (2.86)
Impact of tax reform on remeasurement of deferred tax asset 
 
 (11.61) 
 
Impairment of deferred tax asset on canceled non-qualified stock options 
 
 

 (0.14) 
Release of disproportionate tax effects lodged in OCI 
 
 (0.73) 
 
Dividend payout ratio - operating 28.57 % 27.10 % 23.31 % 20.27 % 17.32 %
           
Efficiency ratio reconciliation          
Efficiency ratio (GAAP) 55.77 % 57.31 % 59.95 % 59.80 % 63.96 %
Merger-related and other charges (1.27) (1.37) (3.28) (2.02) (5.45)
Efficiency ratio - operating 54.50 % 55.94 % 56.67 % 57.78 % 58.51 %
           
Tangible common equity to tangible assets reconciliation          
Equity to total assets (GAAP) 12.66 % 11.59 % 10.94 % 10.05 % 10.58 %
Effect of goodwill and other intangibles (2.34) (2.30) (1.80) (1.28) (1.33)
Effect of preferred equity 
 
 
 
 (0.10)
Tangible common equity to tangible assets 10.32 % 9.29 % 9.14 % 8.77 % 9.15 %




UNITED COMMUNITY BANKS, INC.

Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation - Quarterly

Selected Financial Information

  2017  2016 
  Fourth  Third  Second  First  Fourth  Third  Second  First 
(in thousands, except per share data) Quarter  Quarter  Quarter  Quarter  Quarter  Quarter  Quarter  Quarter 
                         
Expense reconciliation                                
Expenses (GAAP) $75,882  $65,674  $63,229  $62,826  $61,321  $64,023  $58,060  $57,885 
Merger-related and other charges  (7,358)  (3,420)  (1,830)  (2,054)  (1,141)  (3,152)  (1,176)  (2,653)
Expenses - operating $68,524  $62,254  $61,399  $60,772  $60,180  $60,871  $56,884  $55,232 
                                 
Net income reconciliation                                
Net income (GAAP) $(11,916) $27,946  $28,267  $23,524  $27,221  $25,874  $25,266  $22,295 
Merger-related and other charges  7,358   3,420   1,830   2,054   1,141   3,152   1,176   2,653 
Income tax benefit of merger-related and other charges  (1,165)  (1,147)  (675)  (758)  (432)  (1,193)  (445)  (1,004)
Impact of tax reform on remeasurement of deferred tax asset  38,199   -   -   -   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   -   -   -   976   -   -   - 
Release of disproportionate tax effects lodged in OCI  -   -   -   3,400   -   -   -   - 
Net income - operating $32,476  $30,219  $29,422  $28,220  $28,906  $27,833  $25,997  $23,944 
Diluted income per common share reconciliation                                
Diluted income per common share (GAAP) $(.16) $.38  $.39  $.33  $.38  $.36  $.35  $.31 
Merger-related and other charges  .08   .03   .02   .01   .01   .03   .01   .02 
Impact of tax reform on remeasurement of deferred tax asset  .50   -   -   -   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   -   -   -   .01   -   -   - 
Release of disproportionate tax effects lodged in OCI  -   -   -   .05   -   -   -   - 
Diluted income per common share - operating $.42  $.41  $.41  $.39  $.40  $.39  $.36  $.33 
                                 
Book value per common share reconciliation                                
Book value per common share (GAAP) $16.67  $16.50  $15.83  $15.40  $15.06  $15.12  $14.80  $14.35 
Effect of goodwill and other intangibles  (3.02)  (2.39)  (2.09)  (2.10)  (2.11)  (2.12)  (1.96)  (1.95)
Tangible book value per common share $13.65  $14.11  $13.74  $13.30  $12.95  $13.00  $12.84  $12.40 
                                 
Return on tangible common equity reconciliation                                
Return on common equity (GAAP)  (3.57)%  9.22%  9.98%  8.54%  9.89%  9.61%  9.54%  8.57%
Merger-related and other charges  1.86   .75   .41   .47   .26   .73   .27   .63 
Impact of tax reform on remeasurement of deferred tax asset  11.44   -   -   -   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   -   -   -   .36   -   -   - 
Release of disproportionate tax effects lodged in OCI  -   -   -   1.24   -   -   -   - 
Return on common equity - operating  9.73   9.97   10.39   10.25   10.51   10.34   9.81   9.20 
Effect of goodwill and other intangibles  2.20   1.96   1.80   1.85   1.96   2.11   1.75   1.71 
Return on tangible common equity - operating  11.93%  11.93%  12.19%  12.10%  12.47%  12.45%  11.56%  10.91%
                                 
Return on assets reconciliation                                
Return on assets (GAAP)  (.40)%  1.01%  1.06%  .89%  1.03%  1.00%  1.04%  .93%
Merger-related and other charges  .20   .08   .04   .05   .03   .08   .03   .07 
Impact of tax reform on remeasurement of deferred tax asset  1.30   -   -   -   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   -   -   -   .04   -   -   - 
Release of disproportionate tax effects lodged in OCI  -   -   -   .13   -   -   -   - 
    Return on assets - operating  1.10%  1.09%  1.10%  1.07%  1.10%  1.08%  1.07%  1.00%
                                 
Dividend payout ratio reconciliation                                
Dividend payout ratio (GAAP)  (62.50)%  26.32%  23.08%  27.27%  21.05%  22.22%  20.00%  22.58%
Merger-related and other charges  12.04   (1.93)  (1.13)  (.98)  (.54)  (1.71)  (.56)  (1.37)
Impact of tax reform on remeasurement of deferred tax asset  74.27   -   -   -   -   -   -   - 
Impairment of deferred tax asset on canceled non-qualified stock options  -   -   -   -   (.51)  -   -   - 
Release of disproportionate tax effects lodged in OCI  -   -   -   (3.21)  -   -   -   - 
Dividend payout ratio - operating  23.81%  24.39%  21.95%  23.08%  20.00%  20.51%  19.44%  21.21%
                                 
Efficiency ratio reconciliation                                
Efficiency ratio (GAAP)  63.03%  59.27%  57.89%  59.29%  57.65%  60.78%  59.02%  61.94%
Merger-related and other charges  (6.11)  (3.09)  (1.68)  (1.94)  (1.07)  (2.99)  (1.20)  (2.84)
Efficiency ratio - operating  56.92%  56.18%  56.21%  57.35%  56.58%  57.79%  57.82%  59.10%
                                 
Average equity to assets reconciliation                                
Equity to assets (GAAP)  11.21%  10.86%  10.49%  10.24%  10.35%  10.38%  10.72%  10.72%
Effect of goodwill and other intangibles  (1.69)  (1.41)  (1.26)  (1.28)  (1.31)  (1.40)  (1.29)  (1.31)
Tangible equity to assets  9.52   9.45   9.23   8.96   9.04   8.98   9.43   9.41 
Effect of preferred equity  -   -   -   -   -   -   -   (.09)
Tangible common equity to assets  9.52%  9.45%  9.23%  8.96%  9.04%  8.98%  9.43%  9.32%
                                 
Tangible common equity to risk-weighted assets reconciliation                                
Tier 1 capital ratio (Regulatory)  12.24%  12.27%  11.91%  11.46%  11.23%  11.04%  11.44%  11.32%
Effect of other comprehensive income  (.29)  (.13)  (.15)  (.24)  (.34)  -   (.06)  (.25)
Effect of deferred tax limitation  .51   .94   .95   1.13   1.26   1.50   1.63   1.85 
Effect of trust preferred  (.36)  (.24)  (.25)  (.25)  (.25)  (.26)  (.08)  (.08)
Effect of preferred equity  -   -   -   -   -   -   -   - 
Basel III intangibles transition adjustment  (.05)  (.04)  (.02)  (.03)  (.06)  (.06)  (.06)  (.07)
Basel III disallowed investments  -   -   -   -   -   -   -   - 
Tangible common equity to risk-weighted assets  12.05%  12.80%  12.44%  12.07%  11.84%  12.22%  12.87%  12.77%

36

  2019 2018
(in thousands, except per share data) Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Expense reconciliation                
Expenses (GAAP) $81,424
 $82,924
 $81,813
 $76,084
 $78,242
 $77,718
 $76,850
 $73,475
Merger-related and other charges 74
 (2,605) (4,087) (739) (1,234) (592) (2,873) (2,646)
Expenses - operating $81,498
 $80,319
 $77,726
 $75,345
 $77,008
 $77,126
 $73,977
 $70,829
                 
Net income reconciliation                
Net income (GAAP) $49,012
 $48,362
 $44,085
 $44,262
 $45,137
 $43,682
 $39,634
 $37,658
Merger-related and other charges (74) 2,605
 4,087
 739
 1,234
 592
 2,873
 2,646
Income tax benefit of merger-related and other charges 17
 (600) (940) (172) (604) (141) (121) (628)
Net income - operating $48,955
 $50,367
 $47,232
 $44,829
 $45,767
 $44,133
 $42,386
 $39,676
                 
Diluted income per common share reconciliation                
Diluted income per common share (GAAP) $0.61
 $0.60
 $0.55
 $0.55
 $0.56
 $0.54
 $0.49
 $0.47
Merger-related and other charges 
 0.03
 0.04
 0.01
 0.01
 0.01
 0.04
 0.03
Diluted income per common share - operating $0.61
 $0.63
 $0.59
 $0.56
 $0.57
 $0.55
 $0.53
 $0.50
                 
Book value per common share reconciliation                
Book value per common share (GAAP) $20.53
 $20.16
 $19.65
 $18.93
 $18.24
 $17.56
 $17.29
 $17.02
Effect of goodwill and other intangibles (4.25) (4.26) (4.27) (4.00) (4.00) (4.02) (4.04) (4.06)
Tangible book value per common share $16.28
 $15.90
 $15.38
 $14.93
 $14.24
 $13.54
 $13.25
 $12.96
                 
Return on tangible common equity reconciliation                
Return on common equity (GAAP) 12.07 % 12.16 % 11.45 % 11.85 % 12.08 % 11.96 % 11.20 % 11.11 %
Merger-related and other charges (0.01) 0.51
 0.82
 0.15
 0.17
 0.13
 0.77
 0.60
Return on common equity - operating 12.06
 12.67
 12.27
 12.00
 12.25
 12.09
 11.97
 11.71
Effect of goodwill and other intangibles 3.43
 3.71
 3.61
 3.46
 3.63
 3.72
 3.82
 3.55
Return on tangible common equity - operating 15.49 % 16.38 % 15.88 % 15.46 % 15.88 % 15.81 % 15.79 % 15.26 %
                 
Return on assets reconciliation                
Return on assets (GAAP) 1.50 % 1.51 % 1.40 % 1.44 % 1.43 % 1.41 % 1.30 % 1.26 %
Merger-related and other charges 
 0.07
 0.10
 0.01
 0.02
 0.01
 0.09
 0.07
Return on assets - operating 1.50 % 1.58 % 1.50 % 1.45 % 1.45 % 1.42 % 1.39 % 1.33 %
                 
Dividend payout ratio reconciliation                
Dividend payout ratio (GAAP) 29.51 % 28.33 % 30.91 % 29.09 % 28.57 % 27.78 % 30.61 % 25.53 %
Merger-related and other charges 
 (1.35) (2.10) (0.52) (0.50) (0.51) (2.31) (1.53)
Dividend payout ratio - operating 29.51 % 26.98 % 28.81 % 28.57 % 28.07 % 27.27 % 28.30 % 24.00 %
                 
Efficiency ratio reconciliation                
Efficiency ratio (GAAP) 54.87 % 55.64 % 57.28 % 55.32 % 56.73 % 56.82 % 57.94 % 57.83 %
Merger-related and other charges 0.05
 (1.74) (2.86) (0.54) (0.90) (0.43) (2.17) (2.08)
Efficiency ratio - operating 54.92 % 53.90 % 54.42 % 54.78 % 55.83 % 56.39 % 55.77 % 55.75 %
                 
Tangible common equity to tangible assets reconciliation                
Equity to total assets (GAAP) 12.66 % 12.53 % 12.25 % 12.06 % 11.59 % 11.30 % 11.13 % 11.06 %
Effect of goodwill and other intangibles (2.34) (2.37) (2.39) (2.30) (2.30) (2.35) (2.37) (2.40)
Tangible common equity to tangible assets 10.32 % 10.16 % 9.86 % 9.76 % 9.29 % 8.95 % 8.76 % 8.66 %



39



Results of Operations

United

We reported net income of $67.8$186 million for the year ended December 31, 2017. This2019, compared to net income of $101$166 million in 2016.2018. Diluted earnings per common share for 20172019 were $.92,$2.31, compared to diluted earnings per common share for 20162018 of $1.40.

$2.07. The following discussion of the components of our results of operations focuses on financial trends and events occurring between 2018 and 2019. For additional information related to financial trends between 2018 and 2017 please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Net Interest Revenue

Net interest revenue, (thewhich is the difference between the interest earned on assets and the interest paid on deposits and other liabilities)borrowed funds, is the single largest component of revenue. Management seeks to optimize this revenue while balancing interest rate, credit, and liquidity risks. Net interest revenue for 2017 was $356 million, compared to $310 million for 2016 and $257 million for 2015. Taxable equivalent net interest revenue totaled $358 million in 2017, an increase of $47.4 million, or 15%, from 2016. Taxable equivalent net interest revenue for 2016 increased $52.1 million, or 20%, from 2015.

The combination of the larger earning asset base from the Acquisitions, growth in the loan portfolio and a wider net interest margin were responsible for the increase in net interest revenue. The acquisition of FOFN on November 1, 2017, HCSB on July 31, 2017 and Tidelands on July 1, 2016 contributed to the increase as the acquired entities’ results are included in consolidated results beginning on the respective acquisition date.

Average loans increased $737 million, or 12%, from 2016, while the yield on loans increased 22 basis points, reflecting the effect of rising interest rates on the floating rate loans in the portfolio.

Average interest-earning assets for 2017 increased $905 million, or 10%, from 2016, which was due primarily to the increase in loans, including the acquisitions of FOFN, HCSB and Tidelands loans. Average investment securities for 2017 increased $156 million from a year ago, partially due to the Acquisitions. The average yield on the taxable investment portfolio increased 16 basis points from a year ago, primarily due to the impact of higher short-term interest rates on the floating rate portion of the securities portfolio as well as accelerated discount accretion on called asset-backed securities and a higher reinvestment rate on maturing fixed rate investments.

Average interest-bearing liabilities in 2017 increased $437 million, or 7%, from the prior year as funding needs increased with the increase in loans and a larger securities portfolio. Average noninterest-bearing deposits increased $390 million from 2016 to 2017 providing some of United’s 2017 funding needs. The average cost of interest-bearing liabilities for 2017 was .49% compared to .39% for 2016, reflecting a higher average rate on interest-bearing deposits.


The banking industry uses two key ratios to measure relative profitability of net interest revenue, - the net interest spread and the net interest margin. The netNet interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The interest rate spread eliminates the effect of non-interest-bearingnoninterest-bearing deposits and other non-interest-bearingnoninterest-bearing funding sources and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s overall balance sheet management activities and is defined as net interest revenue as a percentage of total average interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with customers’ non-interest-bearingnoninterest-bearing deposits and with shareholders’ equity.

For 2017, 2016 and 2015,


Net interest revenue for 2019 was $469 million, compared to $439 million for 2018. As set forth in the following table, taxable equivalent net interest revenue totaled $472 million in 2019, an increase of $31.3 million, or 7%, from 2018. The net interest spread was 3.37%, 3.24%,3.68% and 3.19%,3.63% for 2019 and 2018, respectively, while the net interest margin was 3.52%, 3.36%,4.07% and 3.30%3.91%, respectively. IncreasesThe following table also indicates the relationship between interest revenue and expense and the average amounts of assets and liabilities for the years ended December 31, 2019 and 2018.

Average interest-earning assets for 2019 increased $327 million, or 3%, from 2018, due primarily to the increase in loans. Average loans increased $538 million, or 7%, from 2018 due to organic growth and the addition of loans acquired in the FMBT transaction. The increase in average loans was partially offset by an intentional decrease in average taxable securities as part of our deleveraging strategy implemented during 2019.

Average interest-bearing liabilities in 2019 increased $113 million, or 2%, from the prior year, which reflects an increase in interest-bearing deposits, excluding brokered deposits, partially offset by a reduction in borrowed funds and brokered deposits. The increase in customer interest-bearing deposits is partly due to deposits assumed in the acquisition of FMBT, as well as organic growth of our customer deposit base. As part of the deleveraging strategy, we reduced our average wholesale borrowings, which includes borrowed funds and brokered deposits, by $394 million. In addition, average noninterest-bearing deposits increased $178 million from 2018 to 2019, providing some of our 2019 funding needs and contributing to the increase in net interest margin.

The increases in net interest revenue, net interest spread, and net interest margin for 2019 compared to 2018 were primarily attributable to loan yieldgrowth, provided by organic growth and securities yieldloans acquired from FMBT, and higher loan yields, including the effect of the equipment financing portfolio for the full year 2019. In addition, the reduction of average wholesale borrowings resulted in a decrease in related interest expense of $6.91 million from 2018. These contributors to the increase in net interest revenue for 2019 were only partially offset by an increase in the costinterest expense on interest-bearing deposits, excluding brokered deposits, of interest-bearing liabilities as rates paid on core deposits lagged general increases in market rates. The increase in both ratios from 2015 to 2016$28.9 million, which was due to an increase in the yield on investment securities, which more than offset the decrease in loan yields duehigher average balances of $508 million, as well as higher average rates paid to remain competitive pricing pressure on new and renewed loans.

37
as deposit rates rose throughout our geographic footprint.



40



The following table shows the relationship between interest revenue and interest expense and the average balances of interest-earning assets and interest-bearing liabilities.


Table 2 - Average Consolidated Balance Sheets and Net Interest Margin Analysis

For the Years Ended December 31,

(In thousands, fully taxable equivalent)

  2017  2016  2015 
  Average     Avg.  Average     Avg.  Average     Avg. 
  Balance  Interest  Rate  Balance  Interest  Rate  Balance  Interest  Rate 
Assets:                                    
Interest-earning assets:                                    
Loans(1)(2) $7,150,211  $315,138   4.41% $6,412,740  $268,478   4.19% $5,297,687  $223,713   4.22%
Taxable securities(3)  2,761,983   70,172   2.54   2,665,051   63,413   2.38   2,342,533   51,143   2.18 
Tax-exempt securities(1)(3)  85,415   3,627   4.25   26,244   1,005   3.83   25,439   1,154   4.54 
Federal funds sold and other interest-earning assets  164,314   2,966   1.81   152,722   3,149   2.06   168,494   3,799   2.25 
Total interest-earning assets  10,161,923   391,903   3.86   9,256,757   336,045   3.63   7,834,153   279,809   3.57 
Non-interest-earning assets:                                    
Allowance for loan losses  (60,602)          (65,294)          (71,001)        
Cash and due from banks  107,053           95,613           81,244         
Premises and equipment  198,970           187,698           174,835         
Other assets(3)  607,174           579,051           442,878         
Total assets $11,014,518          $10,053,825          $8,462,109         
                                     
Liabilities and Shareholders' Equity:                                    
Interest-bearing liabilities:                                    
  Interest-bearing deposits:                                    
NOW $1,950,827  $3,365   .17  $1,826,729  $1,903   .10  $1,563,911  $1,505   .10 
Money market  2,136,336   7,033   .33   1,941,288   4,982   .26   1,678,765   3,466   .21 
Savings deposits  591,831   135   .02   515,179   135   .03   372,414   98   .03 
Time deposits  1,338,859   5,417   .40   1,289,876   3,138   .24   1,269,360   4,823   .38 
Brokered deposits  108,891   1,112   1.02   171,420   (2)  .00   269,162   (1,067)  (.40)
Total interest-bearing deposits  6,126,744   17,062   .28   5,744,492   10,156   .18   5,153,612   8,825   .17 
Federal funds purchased, repurchase agreeements, & other short-term borrowings  26,856   352   1.31   34,906   399   1.14   49,301   364   .74 
Federal Home Loan Bank advances  576,472   6,095   1.06   499,026   3,676   .74   250,404   1,743   .70 
Long-term debt  156,327   10,226   6.54   170,479   11,005   6.46   139,979   10,177   7.27 
Total borrowed funds  759,655   16,673   2.19   704,411   15,080   2.14   439,684   12,284   2.79 
Total interest-bearing liabilities  6,886,399   33,735   .49   6,448,903   25,236   .39   5,593,296   21,109   .38 
Non-interest-bearing liabilities:                                    
Non-interest-bearing deposits  2,823,005           2,432,846           1,901,521         
Other liabilities  124,832           112,774           97,890         
Total liabilities  9,834,236           8,994,523           7,592,707         
Shareholders' equity  1,180,282           1,059,302           869,402         
Total liabilities                                    
and shareholders' equity $11,014,518          $10,053,825          $8,462,109         
  Net interest revenue     $358,168          $310,809          $258,700     
  Net interest-rate spread          3.37%          3.24%          3.19%
  Net interest margin(4)          3.52%          3.36%          3.30%

equivalent (FTE))
 2019 2018 2017
 
Average
Balance
 Interest 
Avg.
Rate
 
Average
Balance
 Interest 
Avg.
Rate
 
Average
Balance
 Interest 
Avg.
Rate
Assets: 
  
  
  
  
  
  
  
  
Interest-earning assets: 
  
  
  
  
  
  
  
  
Loans, net of unearned income (FTE) (1)(2)
$8,708,035
 $475,803
 5.46% $8,170,143
 $420,001
 5.14% $7,150,211
 $315,138
 4.41%
Taxable securities (3)
2,475,102
 69,920
 2.82
 2,745,715
 73,496
 2.68
 2,761,983
 70,172
 2.54
Tax-exempt securities (FTE) (1)(3)
171,549
 6,130
 3.57
 152,855
 5,641
 3.69
 85,415
 3,627
 4.25
Federal funds sold and other interest-earning assets254,370
 3,499
 1.38
 213,137
 2,968
 1.39
 164,314
 2,966
 1.81
Total interest-earning assets (FTE)11,609,056
 555,352
 4.78
 11,281,850
 502,106
 4.45
 10,161,923
 391,903
 3.86
Noninterest-earning assets:                 
Allowance for loan losses(62,900)     (61,443)     (60,602)    
Cash and due from banks121,649
     135,345
     107,053
    
Premises and equipment220,523
     216,646
     198,970
    
Other assets (3)
798,649
     711,671
     607,174
    
Total assets$12,686,977
     $12,284,069
     $11,014,518
    
Liabilities and Shareholders’ Equity:                 
Interest-bearing liabilities:                 
Interest-bearing deposits:                 
NOW and interest-bearing demand (5)
$2,249,713
 $13,665
 0.61
 $2,107,831
 $7,649
 0.36
 $2,034,926
 $3,450
 0.17
Money market (5)
2,221,478
 18,983
 0.85
 2,117,216
 11,838
 0.56
 2,052,237
 6,948
 0.34
Savings deposits690,028
 149
 0.02
 672,735
 150
 0.02
 591,831
 135
 0.02
Time deposits1,791,319
 28,313
 1.58
 1,547,221
 12,585
 0.81
 1,338,859
 5,417
 0.40
Brokered deposits240,646
 5,746
 2.39
 347,072
 7,321
 2.11
 108,891
 1,112
 1.02
Total interest-bearing deposits7,193,184
 66,856
 0.93
 6,792,075
 39,543
 0.58
 6,126,744
 17,062
 0.28
Federal funds purchased and other borrowings33,504
 838
 2.50
 57,376
 1,112
 1.94
 26,856
 352
 1.31
Federal Home Loan Bank advances106,973
 2,697
 2.52
 328,871
 6,345
 1.93
 576,472
 6,095
 1.06
Long-term debt247,732
 12,921
 5.22
 290,004
 14,330
 4.94
 156,327
 10,226
 6.54
Total borrowed funds388,209
 16,456
 4.24
 676,251
 21,787
 3.22
 759,655
 16,673
 2.19
Total interest-bearing liabilities7,581,393
 83,312
 1.10
 7,468,326
 61,330
 0.82
 6,886,399
 33,735
 0.49
Noninterest-bearing liabilities:                 
Noninterest-bearing deposits3,385,431
     3,207,625
     2,823,005
    
Other liabilities164,550
     227,980
     124,832
    
Total liabilities11,131,374
     10,903,931
     9,834,236
    
Shareholders’ equity1,555,603
     1,380,138
     1,180,282
    
Total liabilities and shareholders’ equity$12,686,977
     $12,284,069
     $11,014,518
    
Net interest revenue (FTE)  $472,040
     $440,776
     $358,168
  
Net interest-rate spread (FTE)    3.68%     3.63%     3.37%
Net interest margin (FTE) (4)
    4.07%     3.91%     3.52%

(1)
Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26% in 2019 and 2018 and 39%, in 2017, reflecting the statutory federal rate and the federal tax adjusted state tax rate.
(2)
Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued.
(3)
Securities available for sale are shown at amortized cost. Pretax unrealized gains of $12.8 million, pretax unrealized losses of $45.2 million, and pretax unrealized gains of $4.33 million $16.0 millionin 2019, 2018 and $11.4 million in 2017, 2016 and 2015, respectively, are included in other assets for purposes of this presentation.
(4)
Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.

38
(5)
2018 and 2017 amounts reflect reclassification of certain sweep deposits from money market to NOW and interest-bearing demand to conform to 2019 presentation.


41



The following table shows the relative effect on net interest revenue ofresulting from changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates we earned and paid by United on such assets and liabilities.


Table 3 - Change in Interest Revenue and Interest Expense

(in thousands, fully taxable equivalent)

  2017 Compared to 2016  2016 Compared to 2015 
  Increase (decrease)  Increase (decrease) 
  due to changes in  due to changes in 
  Volume  Rate  Total  Volume  Rate  Total 
Interest-earning assets:                        
Loans $31,991  $14,669  $46,660  $46,699  $(1,934) $44,765 
Taxable securities  2,361   4,398   6,759   7,424   4,846   12,270 
Tax-exempt securities  2,501   121   2,622   36   (185)  (149)
Federal funds sold and other interest-earning assets  228   (411)  (183)  (340)  (310)  (650)
Total interest-earning assets  37,081   18,777   55,858   53,819   2,417   56,236 
                         
Interest-bearing liabilities:                        
Interest-bearing deposits:                        
NOW  137   1,325   1,462   267   131   398 
Money Market  538   1,513   2,051   594   922   1,516 
Savings deposits  19   (19)  -   37   -   37 
Time deposits  123   2,156   2,279   77   (1,762)  (1,685)
Brokered deposits  -   1,114   1,114   284   781   1,065 
Total interest-bearing deposits  817   6,089   6,906   1,259   72   1,331 
Federal funds purchased, repurchase agreements & other short-term borrowings  (100)  53   (47)  (127)  162   35 
Federal Home Loan Bank advances  636   1,783   2,419   1,826   107   1,933 
Long-term debt  (924)  145   (779)  2,053   (1,225)  828 
  Total borrowed funds  (388)  1,981   1,593   3,752   (956)  2,796 
Total interest-bearing liabilities  429   8,070   8,499   5,011   (884)  4,127 
                         
Increase in net interest revenue $36,652  $10,707  $47,359  $48,808  $3,301  $52,109 

 
2019 Compared to 2018
Increase (decrease)
due to changes in
 
2018 Compared to 2017
Increase (decrease)
due to changes in
 Volume Rate Total Volume Rate Total
Interest-earning assets: 
  
  
  
  
  
Loans$28,541
 $27,261
 $55,802
 $48,405
 $56,458
 $104,863
Taxable securities(7,500) 3,924
 (3,576) (416) 3,740
 3,324
Tax-exempt securities673
 (184) 489
 2,542
 (528) 2,014
Federal funds sold and other interest-earning assets568
 (37) 531
 767
 (765) 2
Total interest-earning assets22,282
 30,964
 53,246
 51,298
 58,905
 110,203
Interest-bearing liabilities:           
Interest-bearing deposits:           
NOW and interest-bearing demand (1)
546
 5,470
 6,016
 128
 4,071
 4,199
Money market (1)
609
 6,536
 7,145
 227
 4,663
 4,890
Savings deposits4
 (5) (1) 18
 (3) 15
Time deposits2,254
 13,474
 15,728
 957
 6,211
 7,168
Brokered deposits(2,452) 877
 (1,575) 4,175
 2,034
 6,209
Total interest-bearing deposits961
 26,352
 27,313
 5,505
 16,976
 22,481
Federal funds purchased and other short-term borrowings(542) 268
 (274) 535
 225
 760
Federal Home Loan Bank advances(5,184) 1,536
 (3,648) (3,357) 3,607
 250
Long-term debt(2,173) 764
 (1,409) 7,081
 (2,977) 4,104
Total borrowed funds(7,899) 2,568
 (5,331) 4,259
 855
 5,114
Total interest-bearing liabilities(6,938) 28,920
 21,982
 9,764
 17,831
 27,595
Increase in net interest revenue$29,220
 $2,044
 $31,264
 $41,534
 $41,074
 $82,608

(1) Reflects reclassification of certain sweep deposits from money market to NOW and interest bearing demand to conform to 2019 presentation.
Any variance attributable jointly to volume and rate changes is allocated to the volume and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.


Provision for Credit Losses

The provision for credit losses is based on management’s evaluation of probable incurred losses in the loan portfolio and unfunded loan commitments as measured by analysis of the allowance for credit losses at the end of each reporting period. The provision for credit losses was $3.8$13.2 million in 2017,2019, compared with a release of provision of $800,000 in 2016 and provision expense of $3.70to $9.50 million in 2015.2018. The amount of provision recorded in each year was the amount required such that the total allowance for credit losses reflected the appropriate balance, in the estimation of management, and was sufficient to cover incurred losses in the loan portfolio. In accordance with the accounting guidance for business combinations, there was no allowance for loan losses brought forward on loans acquired from FMBT on May 1, 2019. The increase in 2017provision expense in 2019 was primarily due to loan growth as credit quality measures remain favorable and stable.increased charge-offs, offset by the release of allowance associated with the sale of the indirect auto loan portfolio. The improvementincrease in 2016 reflects overall improvementcharge-offs was partly attributable to incorporating equipment financing loans acquired in a numberthe Navitas transaction into the loan portfolio for the entire year of troubled debt restructuruings (“TDRs”) as well as continued strong credit quality and a low overall level2019. Charge-offs on equipment financing loans totaled $5.68 million for the year ended December 31, 2019 compared to $1.54 million in the prior year, which was in line with management’s expectations for this now-seasoned product line of net charge-offs.higher-yielding loans. The ratio of net loan charge-offs to average outstanding loans for 20172019 was .08%0.14% compared with .11%to 0.07% for 2016 and .12% for 2015.

2018.

The allowance for unfunded loan commitments, which is included in other liabilities in the consolidated balance sheets, represents probable incurred losses on unfunded loan commitments that are expected to result in outstanding loan balances. The allowance for unfunded loan commitments was established through the provision for credit losses. At December 31, 2017,2019, the allowance for unfunded commitments was $2.31$3.46 million compared with $2.00$3.41 million at December 31, 2016 and $2.54 million at December 31, 2015.

2018.



Additional discussion on credit quality and the allowance for loan losses is included in the “Asset Quality and Risk Elements” and “Critical Accounting Polices” sections of this report, as well as Note 1 to the consolidated financial statements.

39


Fee Revenue

Fee revenue was $88.3 million in 2017, compared with $93.7 million in 2016 and $72.5 million in 2015.

Noninterest Income
The following table presents the components of fee revenuenoninterest income for the periods indicated.

Table 4 - Fee Revenue            
For the Years Ended December 31,            
(in thousands)          Change 
  2017  2016  2015  2017-2016 
Overdraft fees $14,004  $13,883  $12,503   1%
ATM and debit card interchange fees  16,922   20,839   17,667   (19)
Other service charges and fees  7,369   7,391   6,655   - 
Service charges and fees  38,295   42,113   36,825   (9)
Mortgage loan and related fees  18,320   20,292   13,592   (10)
Brokerage fees  4,633   4,280   5,041   8 
Gains from sales of USDA/SBA loans  10,493   9,545   6,276   10 
Bank owned life insurance  3,261   1,634   995   100 
Customer derivatives  2,421   4,104   1,713   (41)
Securities gains, net  42   982   2,255     
Losses on prepayment of borrowings  -   -   (1,294)    
Other  10,795   10,747   7,126   - 
Total fee revenue $88,260  $93,697  $72,529   (6)

Service charges and fees of $38.3

Table 4 - Noninterest Income       
For the Years Ended December 31,       
(in thousands)      Change
 2019 2018 2017 2019-2018
Service charge and fees:       
Overdraft fees$14,553
 $14,814
 $14,004
 (2)%
ATM and debit card interchange fees13,517
 12,649
 16,922
 7
Other service charges and fees8,727
 8,534
 7,369
 2
Total service charges and fees36,797
 35,997
 38,295
 2
Mortgage loan gains and related fees27,145
 19,010
 18,320
 43
Brokerage fees6,150
 5,191
 4,633
 18
Gains from sales of other loans, net6,867
 9,277
 10,493
 (26)
Securities (losses) gains, net(1,021) (656) 42
  
Other noninterest income:       
Bank owned life insurance5,417
 3,557
 3,261
 52
Customer derivatives2,875
 2,669
 2,421
 8
Other20,483
 17,916
 10,795
 14
Total other noninterest income28,775
 24,142
 16,477
 19
Total noninterest income$104,713
 $92,961
 $88,260
 13

Noninterest income for 2019 totaled $105 million, were down $3.82up $11.7 million or 9%, from 2016. The decrease is2018, primarily due to the effect of the Durbin Amendment of the Dodd-Frank Act (the “Durbin Amendment”) which took effect for Unitedincreases in the third quarter of 2017ATM and limited the amount ofdebit card interchange fees, United could earn on debit card transactions. Service charges increased in 2016 compared to 2015 due to increased deposit balances driven primarily by the Acquisitions.

Mortgagemortgage loan gains and related fees, bank owned life insurance, and other income.


ATM and debit card interchange fees increased 7% in 2019 compared to 2018. The increase coincides with the growth of $18.3 million were down $1.97 million, or 10%,core transaction deposits provided by organic growth and the deposits acquired from 2016. FMBT. In addition, the annual rebate we received from our debit card service provider increased in 2019 compared to 2018.

The decrease reflects a combination of factors including our strategic decisionincrease in mortgage loan gains and related fees was primarily attributable to hold more mortgagesthe increased focus on our balance sheet, margin compressionmortgage business as we made new investments in mortgage loan offices and a decline in refinance activity in a rising rate environment.staff. In addition, 2016 includedreductions in interest rates increased the impact of  movingdemand for mortgage rate locks and refinances in 2019 compared to mandatory delivery of loans2018.

Mortgage rate locks increased 40% to the secondary market from best efforts, which accelerated revenue recognition$1.62 billion in 2019 compared to the time of the rate lock.$1.15 billion in 2018. In 2017, United2019, we closed 3,2284,381 mortgage loans totaling $745 million compared with 3,246$1.10 billion, which represents an additional 611 loans totaling $718and an increase of $208 million in 2016loans closed from 2018. In 2019 and 2,538 loans totaling $494 million in 2015. In 2017,2018, new home purchase mortgages of $468 million accounted for 68% and 63% of production volume, respectively. These increases in fees were partially offset by negative fair value adjustments on the mortgage servicing rights asset. The negative fair value adjustments were driven by an increase in prepayment of existing mortgages caused by the decrease in mortgage interest rates.

Brokerage fees for 2019 increased 18% compared with $382 million, or 53%, of production volumeto 2018, which was driven by a corresponding increase in 2016 and $272 million, or 55%, of production volumeassets under management in 2015.

2019.


In 2017, United2019, we realized $10.5$6.87 million in net gains from the sales of other loans, which included the sale of the guaranteed portion of SBA and USDA loans, compared to $9.55as well as the sale of $103 million of indirect auto loans and $6.28$31.0 million respectively, in 2016 and 2015. United’sof equipment financing loans. Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. United retainsThe amount of loans sold depends on several variables including the servicing rightscurrent lending environment and balance sheet management activities. Beginning in the first quarter of 2019, we made a strategic decision to hold more of our government guaranteed loans on our balance sheet in order to benefit from the stable yield on these lower-risk assets. As a result, gains on the soldsale of SBA and USDA loans and earns a fee for servicing the loans.totaled $6.29 million in 2019 compared to $9.28 million in 2018. In 2017, United2019, we sold the guaranteed portion of loans in the amount of $117$81.1 million, compared to $120$121 million and $70.7 million, respectively, for 2016 and 2015. The growth in 2017 compared to 2016 reflects an increase in the premiums received on the sold loans. The growth in 2016 compared to 2015 reflects an increase in the numbers of loans closed due to additional lenders and cross-selling through our community banks as well as the completion of construction projects.

Fees from customer swap transactions of $2.42 million were down $1.68 million from 2016 due to lower demand for this product in the current rate environment. United provides interest rate swaps to commercial customers who desire fixed rate loans. United makes a floating rate loan to those customers and enters into an interest rate swap contract with the customer to swap the floating rate to a fixed rate. United then enters into an offsetting swap with a swap dealer with terms that mirror the customer swap. The fixed and variable legs of the customer and dealer swaps offset leaving United with the equivalent of a variable rate loan. 2018.




The increase in 2016 from 2015 wasBOLI income in 2019 is mostly attributable to death benefits recognized during the fourth quarter 2019. Other income increased $2.57 million in 2019 compared to 2018 due to increased customer demandhigher equipment finance fee revenue, primarily attributable to lock in low fixed ratesloan growth, and positive fair value adjustments on their loans.

United recognizeddeferred compensation plan assets.


We realized net securities gainslosses of $42,000, $982,000$1.02 million and $2.26 million$656,000 during 2017, 20162019 and 2015,2018, respectively. In 2015, United incurred $1.29 million in debt prepayment chargesThe losses realized during 2019 were primarily due to the redemptionstrategic sale of $49.3 millionlower-yielding securities in trust preferredfourth quarter 2019, with the proceeds reinvested in higher-yielding securities with an average rate of approximately 9% and prepayment of $6 millionto increase yield in structured repurchase agreements with an average rate of 4%. The losses were part of the same balance sheet management activities and had the effect of offsetting the securities gains.

Earnings from bank owned life insurance of $3.26 million increased $1.63 million or 100% from 2016 due to the purchase of $30 million of bank owned life insurance in late 2016 and early 2017, as well as the acquisition of HCSB and FOFN, both of which had bank owned life insurance policies.

40
future periods.


Other fee revenue of $10.8 million for 2017 remained flat when compared to 2016. The increase in other fee revenue from miscellaneous bank services was offset by small losses on sales of other assets when compared to 2016 gains on sales of former branch facilities. Other fee revenue of $10.7 million for 2016 was up $3.62 million from 2015. Included in 2016 other fee revenue is a payment for the settlement of a vendor dispute over trust fees totaling $638,000. The remaining increase is primarily due to higher fees from a number of miscellaneous banking services primarily due to volume driven increases in income from merchant services combined with gains on sales of former branch facilities.

Operating Expense

Noninterest Expenses
The following table presents the components of operatingnoninterest expenses for the periods indicated.

Table 5 - Operating Expenses            
For the Years Ended December 31,            
(in thousands)          Change 
  2017  2016  2015  2017-2016 
Salaries and employee benefits $153,098  $138,789  $116,688   10%
Communications and equipment  19,660   18,355   15,273   7 
Occupancy  20,344   19,603   15,372   4 
Advertising and public relations  4,242   4,426   3,667   (4)
Postage, printing and supplies  5,952   5,382   4,273   11 
Professional fees  12,074   11,822   10,175   2 
Foreclosed property  1,254   1,051   32   19 
FDIC assessments and other regulatory charges  6,534   5,866   5,106   11 
Amortization of intangibles  4,845   4,182   2,444   16 
Other  25,707   23,691   20,213   9 
Total excluding merger-related and other charges  253,710   233,167   193,243   9 
Merger-related and other charges  13,901   8,122   17,995   71 
Total operating expenses $267,611  $241,289  $211,238   11 

Operating

Table 5 - Noninterest Expenses       
For the Years Ended December 31,       
(in thousands)      Change
 2019 2018 2017 2019-2018
Salaries and employee benefits$196,440
 $181,015
 $153,098
 9 %
Occupancy23,350
 22,781
 20,344
 2
Communications and equipment24,613
 21,277
 19,660
 16
FDIC assessments and other regulatory charges4,901
 8,491
 6,534
 (42)
Professional fees17,028
 15,540
 12,074
 10
Lending and loan servicing expense9,416
 8,697
 7,512
 8
Outside services - electronic banking7,020
 6,623
 6,487
 6
Postage, printing and supplies6,370
 6,416
 5,952
 (1)
Advertising and public relations6,170
 5,991
 4,242
 3
Amortization of core deposit intangibles4,489
 4,915
 4,084
 (9)
Other15,092
 17,194
 12,962
 (12)
Total excluding merger-related and other charges
   and amortization of noncompete agreements
314,889
 298,940
 252,949
 5
Merger-related and other charges6,907
 5,414
 13,901
 28
Amortization of noncompete agreements449
 1,931
 761
  
Total noninterest expenses$322,245
 $306,285
 $267,611
 5

Noninterest expenses were $268for 2019 totaled $322 million, up 5% from 2018. Increases in 2017 as compared to $241 million in 2016 and $211 million in 2015. The increase mostly reflects the inclusion of operating expenses associated with the Acquisitions. The increase in 2016 from 2015 was due to similar reasons and investing in Commercial Banking Solutions areas and other strategic hiring.

Salariessalaries and employee benefits, expense for 2017 was $153 million, an increase of $14.3 million, or 10%, from 2016. The increase was due to a number of factors including investments in additional staff and additional staff resulting from the Acquisitions. Full time equivalent headcount totaled 2,137 at December 31, 2017 compared to 1,916 at December 31, 2016 and 1,883 at December 31, 2015.

Communicationscommunications and equipment expense of $19.7 million for 2017 was up $1.31 million, or 7%, from 2016 due to higher software maintenance contracts, and higher equipment depreciation charges mostly resulting from the Acquisitions. The increaseprofessional fees, partially offset by decreases in 2016 from 2015 reflects higher local and long distance telephone charges, higher data circuit charges, and also and higher equipment depreciation charges mostly resulting from the Acquisitions.

Occupancy expense of $20.3 million for 2017 was up $741,000, or 4%, compared to 2016, primarily due to higher depreciation and lease rental charges for the expanded branch network resulting from the Acquisitions. The increase from 2015 to 2016 was primarily related to the same reasons.

Postage, printing and supplies expense for 2017 was $5.95 million, an increase of 11% from 2016, partly due to the Acquisitions. Similarly, the increase from 2016 to 2015 was primarily due to acquisition activity.

FDIC assessments and other regulatory charges, amortization of intangibles and other expense, accounted for 2017 was $6.53 million, an increase of $668,000, or 11%, from 2016 due to a larger balance sheet as well as the effectmuch of the change in noninterest expense.

Salaries and employee benefits for 2019 increased 9% over 2018. The increase was attributable to several factors including increased brokerage and mortgage commissions resulting from increased production, higher deposit insurance assessment imposed beginninggroup medical costs, additional stock compensation expense from new restricted stock unit awards issued in the third quarter of 20172018, and an increase in our 401(k) matching contribution effective March 1, 2018. The addition of FMBT employees, the inclusion of Navitas for the full year of 2019 and investments in additional staff to expand key areas, such as a result of United’s exceeding the $10 billion asset size threshold. Amortization of intangiblesCommercial Banking Solutions and mortgage, were mostly offset by staff reductions in other areas. Full time equivalent headcount totaled 2,308 at December 31, 2019, down from 2,312 at December 31, 2018.

Communications and equipment expense increased in 2017 and 2016primarily due to Acquisition-related core deposit intangiblesadditional software maintenance costs and noncompete intangibles.

In 2017, merger-relatednew software contracts. The increase in professional fees for 2019 is largely attributable to increased accounting fees related to the implementation of CECL and other projects. FDIC assessments and other regulatory charges decreased from 2018 due to a reduction in our FDIC assessment rate and the receipt of a $1.38 million assessment credit from the FDIC during the third quarter of 2019. Also contributing to the decrease in assessment fees were the discontinuance of the large bank surcharge in the fourth quarter of 2018 and the discontinuance of the FICO assessment in the first quarter of 2019.

Merger-related and other charges for 2019 included a $2.94 million charge for the termination and settlement of $13.9 million consisted primarilya funded noncontributory defined benefit pension plan associated with the acquisition of mergerPalmetto Bancshares, Inc., as well as FMBT acquisition-related costs, of $10.4 million, impairment charges on surplus bank properties of $1.14 million, executive retirement costs of $1.53 million and branch closure costs, executive retirement charges, and gains and losses on the sale of $831,000. The 2017 merger-related costs were primarily related to HCSB and FOFN acquisitions. The 2016 charges, which included severance, conversion and legal and professional fees were primarily related to the Palmetto and Tidelands acquisitions.

41
surplus properties.

Other expenses totaled $25.7 million for 2017, compared to $23.7 million in 2016 and $20.2 million in 2015, mostly due to the Acquisitions.


44



Income Taxes

Income tax expense was $53.0 million in 2019, compared to $49.8 million in 2018 and $105 million in 2017, compared to $62.3 million in 2016 and $43.4 million in 2015.2017. Income tax expense for 2017, 20162019, 2018 and 20152017 represents an effective tax rate of 60.8%22.2%, 38.2%23.1% and 37.8%60.8%, respectively. The abnormally high tax expense and effective tax rate in 2017 reflects a $38.2 million charge to remeasure United’sour deferred tax assets at the new lower federal income tax rate of 21% following the passage of the Tax Act on December 22, 2017. The effective tax rate for 2018 is expected to be approximately 23.5% reflecting the lower federal income tax rate.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax basis including operating losses and tax credit carryforwards. Net deferred tax assets (deferred tax assets net of deferred tax liabilities and valuation allowance) are reported in the consolidated balance sheets as a component of total assets.

Accounting Standards Codification Topic 740,Income Taxes, requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence with more weight given to evidence that can be objectively verified. Each quarter, management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results.

Based on all evidence considered, as of December 31, 2017 and 2016, management concluded that it was more likely than not that the net deferred tax asset would be realized. With continuous improvements in credit quality, quarterly earnings for the past several years have closely followed management’s forecast for these periods. The improvement in management’s ability to produce reliable forecasts, continuous and significant improvements in credit quality, and a sustained period of profitability were given appropriate weighting in our analysis, and such evidence was considered sufficient to overcome the weight of the negative evidence related to the significant operating losses in prior years.

Management expects to generate higher levels of future taxable income and believes this will allow for full utilization of United’s net operating loss carryforwards within the statutory carryforward periods. In determining whether projections of future taxable income are reliable, management considered objective evidence supporting the forecast assumptions as well as recent experience demonstrating the ability to reasonably project future results of operations.


Additional information regarding income taxes, including a reconciliation of the differences between the recorded income tax provision and the amount of income tax computed by applying the statutory federal income tax rate to income before income taxes, can be found in Note 17 to the consolidated financial statements.


Fourth Quarter 20172019 Discussion

Net interest revenue for the fourth quarter of 20172019 increased $16.6$1.76 million, or 20%2%, to $97.5$117 million from the same period a year ago, which was primarily dueattributable to the increase in the loan portfolio from both organic loan growth and the acquisitionsacquisition of HCSB and FOFN, and higher yields on loans and securities. The yields on the loan and securities portfolios increased partly due to the impact of rising interest rates on the variable portion of the portfolios.FMBT. The net interest margin for the fourth quarter of 2017 increased2019 decreased slightly to 3.63%3.93% from 3.34%3.97% in the fourth quarter of 2016,2018, reflecting the higher yields on earning assets, partially offset bycost of interest-bearing deposits and a smaller increaseslight decrease in the average rate paidearned on interest-bearing deposits.

Unitedinterest-earning assets. Nationally, the federal funds rate decreased 75 basis points during 2019.

We recorded a provision for credit losses in the fourth quarter of 20172019 of $1.2$3.50 million, compared to no provision being recorded$2.10 million for the fourth quarter of 2016.2018. The increase was primarily due to loan growth as credit quality remained stable.

42
and increased charge-offs, partially offset by the release of allowance associated with the sale of the indirect auto loan portfolio. Specifically, there was a $950,000 increase in net charge-offs on equipment finance loans in the fourth quarter of 2019 compared to the fourth quarter of 2018, which was in line with management’s expectation for this portfolio due to the nature of these loans.


The following table presents the components of fee revenuenoninterest income for the periods indicated.


Table 6 - Quarterly Fee Revenue

Noninterest Income

(in thousands)

  Three Months Ended    
  December 31,    
  2017  2016  Change 
Overdraft fees $3,731  $3,545   5%
ATM and debit card fees  3,188   5,250   (39)
Other service charges and fees  1,851   1,858   - 
Service charges and fees  8,770   10,653   (18)
Mortgage loan and related fees  4,885   6,516   (25)
Brokerage fees  1,068   911   17 
Gains on sales of government guaranteed loans  3,102   3,028   2 
Customer derivatives  613   821   (25)
Securities (losses) gains, net  (148)  60     
Other  3,638   3,244   12 
Total fee revenue $21,928  $25,233   (13)

Fee revenue

  
Three Months Ended
December 31,
   
  2019 2018 Change 
 Service charges and fees:      
 Overdraft fees$3,825
 $3,917
 (2)% 
 ATM and debit card fees3,408
 3,076
 11
 
 Other service charges and fees2,135
 2,173
 (2) 
 Total service charges and fees9,368
 9,166
 2
 
 Mortgage loan gains and related fees9,395
 3,082
 205
 
 Brokerage fees1,526
 1,593
 (4) 
 Gains from other loan sales, net2,455
 2,493
 (2) 
 Securities (losses) gains, net(903) 646
   
 Other noninterest income:      
 Bank owned life insurance2,625
 884
 197
 
 Customer derivatives504
 628
 (20) 
 Other5,213
 4,553
 14
 
 Total other noninterest income8,342
 6,065
 38
 
 Total noninterest income$30,183
 $23,045
 31
 
Noninterest income for the fourth quarter of 2017 of $21.92019 increased $7.14 million decreased $3.31 million, or 13%, from the fourth quarter of 2016. Service charges2018. The $6.31 million increase in mortgage loan gains and related fees on deposit accountsbetween the fourth quarter of $8.772018 and 2019 was due to positive fair value adjustments to the mortgage servicing asset of $1.23 million decreased $1.88and an increase in mortgage fees resulting from increased production. Mortgage rate locks and originations increased 64% to $744 million or 18%, from $10.7compared to $455 million for the fourth quarter of 2016, since United became subject2018. The increase reflects the growth of our mortgage business during 2019, as well as increased demand for loans and rate locks due to the Durbin Amendment,decrease in mortgage rates during the period.



During the fourth quarter of 2019, we recognized death benefits of $1.65 million, resulting in the increase in BOLI income compared to the same period of 2018. We recognized losses on securities during the fourth quarter of 2019 as part of a plan to increase the securities portfolio yield by selling some lower-yielding securities. Increases in other income were attributable to several factors including gains on deferred compensation plan assets and increases in fees on equipment financing loans driven by production.

The following table presents noninterest expenses for the periods indicated.

Table 7 - Quarterly Noninterest Expenses
(in thousands)
  
Three Months Ended
December 31,
   
  2019 2018 Change 
 Salaries and employee benefits$50,279
 $45,631
 10 % 
 Occupancy5,926
 5,842
 1
 
 Communications and equipment6,380
 6,206
 3
 
 FDIC assessments and other regulatory charges1,330
 1,814
 (27) 
 Professional fees5,098
 4,105
 24
 
 Postage, printing and supplies1,637
 1,520
 8
 
 Advertising and public relations1,914
 1,650
 16
 
 Amortization of core deposit intangibles1,093
 1,151
 (5) 
 Lending and loan servicing expense1,908
 2,819
 (32) 
 Outside services - electronic banking1,919
 1,703
 13
 
 Other4,014
 4,567
 (12) 
 Total excluding merger-related and other charges
and amortization of noncompete agreements
81,498
 77,008
 6
 
 Merger-related and other charges(74) 965
   
 Amortization of noncompete agreements
 269
   
 Total noninterest expenses$81,424
 $78,242
 4
 
Noninterest expenses for the fourth quarter of 2019 increased $3.18 million compared to the fourth quarter of 2018, which reduced debit card interchange fees. Mortgagewas largely attributable to the increase in salaries and employee benefits, professional fees, and advertising and public relations. These increases were partially offset by decreases in FDIC assessments and other regulatory charges, lending and loan servicing expenses, and other noninterest expense.

The increase in salaries and employee benefits of $4.89$4.65 million decreased $1.63 million, or 25%,was a result of several factors including the 2019 annual merit-based salary increase, which took effect in the second quarter of 2019, increased mortgage commissions resulting from $6.52 millionincreased mortgage production as previously discussed, increased incentive accruals attributable to strong performance in the fourth quarter of 2016 due to the impact of moving to mandatory delivery of loans to the secondary market from best efforts2019, higher group medical costs and increases in late 2016, which accelerated revenue recognition to the time of the rate lock. Sales of $33.6 million in government guaranteed loans in fourth quarter 2017 resulted in net gains of $3.10 million, compared to $41.1 million sold in fourth quarter 2016, resulting in net gains of $3.03 million. Customer derivativedeferred compensation expense. Professional fees decreasedincreased $993,000 in the fourth quarter of 20172019 compared with a year agoto fourth quarter of 2018 due to an decrease in customer demand forincreased legal fees associated with loan growth and costs incurred to complete our CECL implementation project. Merger-related and other charges decreased by $1.04 million due to the product. Other fee revenuelack of $3.64 million increased $394,000, or 12%, frommerger-related activity during the fourth quarter of 2016, mostly due to volume driven increases in earnings on bank owned life insurance policies.

The following table presents operating expenses for the periods indicated.

Table 7 - Quarterly Operating Expenses

(in thousands)

  Three Months Ended    
  December 31,    
  2017  2016  Change 
Salaries and employee benefits $41,042  $35,677   15%
Communications and equipment  5,217   4,753   10 
Occupancy  5,542   5,210   6 
Advertising and public relations  895   1,151   (22)
Postage, printing and supplies  1,825   1,353   35 
Professional fees  3,683   2,773   33 
FDIC assessments and other regulatory charges  1,776   1,413   26 
Amortization of intangibles  1,760   1,066   65 
Other  7,301   6,784   8 
Total excluding merger-related and other charges  69,041   60,180   15 
Merger-related and other charges  6,841   1,141     
Total operating expenses $75,882  $61,321   24 

Operating expenses of $75.9 million increased 24% from $61.3 million for the fourth quarter of 2016, largely due to the increases in merger-related and other charges and salaries and employee benefits. Salaries and employee benefits of $41.0 million were up $5.37 million from the fourth quarter of 2016, due primarily to additional staff resulting from the HCSB and FOFN acquisitions and higher commissions and incentives due to business growth. Occupancy expense of $5.54 million was up $332,000 for the fourth quarter of 20172019 compared to 2016, primarily due to additional locations attributable to the HCSB2018, as well as gains and FOFN acquisition. Professional fees increased 33% to $3.68 million in fourth quarter 2017 compared to fourth quarter 2016 due primarily to higher consulting fees in 2017 relating to various corporate projects. Other expenseslosses recognized on sales of $7.30 million were up 8% from the fourth quarter of 2016, primarily due to establishing a reserve for minor legal disputes. For the fourth quarter of 2017, merger-related and other charges of $6.84 million included merger charges primarily related to HCSB and FOFN.

43
surplus properties.



Balance Sheet Review

Total assets at December 31, 20172019 were $11.9$12.9 billion, an increase of $1.21 billion,$343 million, or 11%3%, from December 31, 2016.2018. On a daily average basis, total assets increased $961$403 million, or 10%3%, from 20162018 to 2017.2019. Average interest earninginterest-earning assets for 20172019 and 20162018 were $10.2$11.6 billion and $9.26$11.3 billion, respectively.

Loans

Substantially all


Our loan portfolio is our largest category of United’s loans are to customers located in the immediate market areas of its community banks in Georgia, North Carolina, South Carolina and Tennessee, including customers who have a seasonal residence in United’s market areas,or are generated by the Commercial Banking Solutions division (formerly referred to as Specialized Lending) that focuses on specific commercial loan businesses, such as SBA and franchise lending.More than 79% of loans are secured by real estate.interest-earning assets. Total loans averaged $7.15$8.71 billion in 2017,2019, compared with $6.41$8.17 billion in 2016,2018, an increase of 12%7%. At December 31, 2017,2019, total loans were $7.74$8.81 billion, an increase of $815 million, or 12%5%, from December 31, 2016.2018. Loans increased year over year due to organic growth and the acquisitionsacquisition ofHCSB and FOFN.

FMBT, partially offset by the sale of the indirect auto loan portfolio. Approximately 76% of loans were secured by real estate at year-end 2019. 




The following table presents the composition of United’sour loan portfolio for the last five years.

Table 8 - Loans Outstanding

As of December 31,

(in thousands)

Loans by Category 2017  2016  2015  2014  2013 
Owner occupied commercial real estate $1,923,993  $1,650,360  $1,570,988  $1,256,779  $1,237,623 
Income producing commercial real estate  1,595,174   1,281,541   1,020,464   766,834   807,093 
Commercial & industrial  1,130,990   1,069,715   784,870   709,615   470,702 
Commercial construction  711,936   633,921   518,335   364,564   336,158 
   Total commercial  5,362,093   4,635,537   3,894,657   3,097,792   2,851,576 
Residential mortgage  973,544   856,725   764,175   613,592   603,719 
Home equity lines of credit  731,227   655,410   589,325   455,825   430,530 
Residential construction  183,019   190,043   176,202   131,382   136,292 
Consumer direct  127,504   123,567   115,111   104,899   111,045 
Indirect auto  358,185   459,354   455,971   268,629   196,104 
Total loans $7,735,572  $6,920,636  $5,995,441  $4,672,119  $4,329,266 
                     
Loans by Market  2017   2016   2015   2014   2013 
North Georgia $1,018,945  $1,096,974  $1,125,123  $1,163,479  $1,240,234 
Atlanta MSA  1,510,067   1,398,657   1,259,377   1,243,535   1,235,378 
North Carolina  1,049,592   544,792   548,591   552,527   571,971 
Coastal Georgia  629,919   581,138   536,598   455,709   423,045 
Gainesville MSA  248,060   247,410   254,016   257,449   254,655 
East Tennessee  474,515   503,843   504,277   280,312   279,587 
South Carolina  1,485,632   1,233,185   819,560   29,786   3,787 
Commercial Banking Solutions  960,657   855,283   491,928   420,693   124,505 
Indirect auto  358,185   459,354   455,971   268,629   196,104 
Total loans $7,735,572  $6,920,636  $5,995,441  $4,672,119  $4,329,266 

Loans by Category2019 2018 2017 2016 2015
Owner occupied commercial real estate$1,720,227
 $1,647,904
 $1,923,993
 $1,650,360
 $1,570,988
Income producing commercial real estate2,007,950
 1,812,420
 1,595,174
 1,281,541
 1,020,464
Commercial & industrial1,220,657
 1,278,347
 1,130,990
 1,069,715
 784,870
Commercial construction976,215
 796,158
 711,936
 633,921
 518,335
Equipment financing744,544
 564,614
 
 
 
Total commercial6,669,593
 6,099,443
 5,362,093
 4,635,537
 3,894,657
Residential mortgage1,117,616
 1,049,232
 973,544
 856,725
 764,175
Home equity lines of credit660,675
 694,010
 731,227
 655,410
 589,325
Residential construction236,437
 211,011
 183,019
 190,043
 176,202
Consumer direct128,232
 122,013
 127,504
 123,567
 115,111
Indirect auto
 207,692
 358,185
 459,354
 455,971
Total loans$8,812,553
 $8,383,401
 $7,735,572
 $6,920,636
 $5,995,441
As of December 31, 2017, United’s2019, our 25 largest credit relationships consisted of loans and loan commitments ranging from $17.5$20.0 million to $38.1$35.8 million, with an aggregate total credit exposure of $572$627 million. Total credit exposure includes $204$162 million in unfunded commitments and $368$465 million in balances outstanding, excluding participations sold. UnitedWe had fifteen24 lending relationships whose total credit exposure exceeded $20 million, of which only fiveeight relationships were in excess of $25 million.

44

The following table sets forth the maturity distribution of commercial and construction loans, including the interest rate sensitivity for loans maturing after one year.

Table 9 - Loan Portfolio Maturity

As of December 31, 2017

2019

(in thousands)

              Rate Structure for Loans 
  Maturity  Maturing Over One Year 
  One Year  One through  Over Five     Fixed  Floating 
  or Less  Five Years  Years  Total  Rate  Rate 
Commercial (commercial and industrial) $240,505  $554,083  $336,402  $1,130,990  $314,410  $576,075 
Construction (commercial and residential)  356,236   354,507   184,212   894,955   171,880   366,839 
Total $596,741  $908,590  $520,614  $2,025,945  $486,290  $942,914 

 Maturity 
Rate Structure for Loans
 Maturing Over One Year
 One Year or Less One through Five Years Over Five Years Total Fixed Rate Floating Rate
Commercial (commercial and industrial)$305,072
 $539,047
 $376,538
 $1,220,657
 $349,736
 $565,849
Construction (commercial and residential)525,631
 538,884
 148,137
 1,212,652
 158,149
 528,872
Equipment financing49,871
 578,456
 116,217
 744,544
 694,673
 
Total$880,574
 $1,656,387
 $640,892
 $3,177,853
 $1,202,558
 $1,094,721

Asset Quality and Risk Elements

United manages

We manage asset quality and controlscontrol credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. United’sOur credit administration function is responsible for monitoring asset quality and Board of Directors approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures among all of the community banksbanking and commercial banking solutionsCommercial Banking Solutions areas. Additional information on United’sour credit administration function is included in Part I, Item 1 of this Report under the heading “Loan Review and Nonperforming Assets.“Lending Activities.

Home equity lines generally require the payment of interest only for a set period after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both principal and interest. At December 31, 2017 and 2016, the funded portion of home equity lines totaled $731 million and $655 million, respectively. Approximately 4% of the home equity loans at December 31, 2017 were amortizing. Of the $731 million in balances outstanding at December 31, 2017, $430 million, or 59%, were first liens. At December 31, 2017, 55% of the total available home equity lines were drawn upon.

United monitors the performance of its home equity loans and lines secured by second liens similar to other consumer loans and utilizes assumptions specific to these loans in determining the necessary allowance. United generally receives notification when the first lien holder is in the process of foreclosure and upon that notification, United determines its collection options by obtaining valuations to conclude if any additional charge-offs or reserves are warranted.

United classifies performing

We classify loans as “substandard” when there is a well-defined weakness or weaknesses that jeopardizes the repayment by the borrower and there is a distinct possibility that Unitedwe could sustain some loss if the deficiency is not corrected.

45

Performing substandard loans, which are substandard loans that are still accruing interest, totaled $125 million and $90.8 million as of December 31, 2019 and 2018, respectively, which represented an increase of 38%. The table below presents performingincrease coincided with the overall increase in classified loans for the last five years.

Table 10 - Performing Classified Loans

As offrom December 31,

(in thousands)

  2017  2016  2015  2014  2013 
By Category                    
Owner occupied commercial real estate $41,467  $42,169  $44,790  $52,671  $51,395 
Income producing commercial real estate  30,061   29,379   37,638   29,194   45,363 
Commercial & industrial  11,879   8,903   5,967   7,664   9,267 
Commercial construction  8,264   8,840   8,622   14,263   29,186 
Total commercial  91,671   89,291   97,017   103,792   135,211 
Residential mortgage  15,323   15,324   18,141   15,985   25,040 
Home equity  6,055   5,060   6,851   5,181   7,967 
Residential construction  1,837   2,726   3,548   1,479   1,947 
Consumer direct  515   584   757   1,382   2,538 
Indirect auto  1,760   1,362   1,213   574   - 
Total $117,161  $114,347  $127,527  $128,393  $172,703 
                     
By Market                    
North Georgia $30,952  $39,438  $46,668  $55,821  $69,510 
Atlanta MSA  9,358   17,954   25,723   31,201   42,955 
North Carolina  30,670   11,089   14,087   16,479   18,954 
Coastal Georgia  3,322   4,516   5,187   15,642   18,561 
Gainesville MSA  750   713   566   1,109   14,916 
East Tennessee  10,953   7,485   9,522   5,933   7,591 
South Carolina  27,212   31,623   23,620   -   - 
Commercial Banking Solutions  2,184   167   941   1,634   216 
Indirect auto  1,760   1,362   1,213   574   - 
Total loans $117,161  $114,347  $127,527  $128,393  $172,703 

At December 31, 2017, performing classified loans totaled $117 million and increased $2.81 million from the prior year end. Performing classified loans reflect a general downward trend, offset by acquisition activity. The increase in performing classified loans at December 31, 2017 was attributable to the FOFN acquisition.

Reviews 2018.

We conduct reviews of classified performing and non-performing loans, TDRs, past due loans and larger credits, are conductedportfolio concentrations on a regular basis and are designed to identify risk migration and potential charges to the allowance for loan losses. These reviews are presented by the responsible lending officers and specific action plansitems are discussed along with the financial strengthin a series of borrowers, the value of the applicable collateral, past loan loss experience, anticipated loan losses, changes in risk profile, the effect of prevailing economic conditions on the borrowermeetings attended by Credit Risk Management leadership and other factors specific to the borrower and its industry.leadership from various lending groups. In addition to internalthe reviews mentioned above, an independent loan review management also uses external loan reviewteam reviews the portfolio to ensure the objectivityconsistent application of the loan review process.

The provision for credit losses charged to earnings is based upon management’s judgment of the amount necessary to maintain the allowance at a level appropriate to absorb probable incurred losses in the loan portfolio at the balance sheet date. The amount each quarter is dependent upon many factors, including growthrisk rating policies and changes in the composition of the loan portfolio, net charge-offs, delinquencies, management’s assessment of loan portfolio quality, the value of collateral, and other macro-economic factors and trends. The evaluation of these factors is performed quarterly by management through an analysis of the appropriateness of the allowance for loan losses. The decreases in the provision and the declining level of the allowance for loan losses compared to the previous periods reflects stabilizing trends in substandard and nonperforming loans as well as charge-off levels. Further, the declining balance of the allowance for loan losses over the last several quarters reflects an overall improving trend in the credit quality of the loan portfolio. A general improvement in economic conditions in United’s market also contributed to the lower level of provision and allowance for loan losses.

The allocation of the allowance for credit losses is based on historical data, subjective judgment and estimates and, therefore, is not necessarily indicative of the specific amounts or loan categories in which charge-offs may ultimately occur. In 2014, United incorporated a loss emergence period into its allowance for loan losses analysis. The increase in precision resulting from the loss emergence period resulted in full allocation of the previously unallocated portion of the allowance.

46
procedures.

The following table summarizes the allocation of the allowance for credit losses for each of the past five years.

Table 11 - Allocation of Allowance for Credit Losses

As of December 31,

(in thousands)

  2017  2016  2015  2014  2013 
  Amount  %*  Amount  %*  Amount  %*  Amount  %*  Amount  %* 
Commercial (secured by real estate) $24,157   46  $25,289   42  $29,564   43  $32,691   43  $29,430             47 
Commercial & industrial  3,971   15   3,810   16   4,433   13   3,252   15   6,504   11 
Commercial construction  10,523   9   13,405   9   9,553   9   10,901   8   10,702   8 
Total commercial  38,651   70   42,504   67   43,550   65   46,844   66   46,636   66 
Residential mortgage  15,274   22   13,144   22   18,675   23   18,609   23   16,185   24 
Residential construction  2,729   2   3,264   3   4,002   3   4,374   3   5,219   3 
Consumer direct  2,260   6   2,510   8   2,221   9   1,792   8   2,479   7 
Unallocated  -       -       -       -       6,243     
Total allowance for loan losses  58,914   100   61,422   100   68,448   100   71,619   100   76,762   100 
Allowance for unfunded commitments  2,312       2,002       2,542       1,930       2,165     
Total allowance for credit losses $61,226      $63,424      $70,990      $73,549      $78,927     

* Loan balance in each category, expressed as a percentage of total loans.

47



The following table presents a summary of changes in the allowance for credit losses for each of the past five years.

Table 12 - Allowance for Credit Losses               
Years Ended December 31,               
(in thousands)               
  2017  2016  2015  2014  2013 
Balance beginning of period $61,422  $68,448  $71,619  $76,762  $107,137 
Charge-offs:                    
Owner occupied commercial real estate  406   2,029   2,901   4,567   26,352 
Income producing commercial real estate  2,985   1,433   1,280   2,671   13,912 
Commercial & industrial  1,528   1,830   1,358   2,145   18,914 
Commercial construction  1,023   837   1,947   1,574   8,042 
Residential mortgage  1,473   1,151   1,615   5,011   5,063 
Home equity lines of credit  1,435   1,690   1,094   2,314   3,395 
Residential construction  129   533   851   1,837   21,515 
Consumer direct  1,803   1,459   1,597   2,008   2,184 
Indirect auto  1,420   1,399   772   540   277 
Total loans charged-off  12,202   12,361   13,415   22,667   99,654 
Recoveries:                    
Owner occupied commercial real estate  980   706   755   3,343   1,603 
Income producing commercial real estate  178   580   866   1,009   873 
Commercial & industrial  1,768   1,689   2,174   1,665   1,619 
Commercial construction  1,018   821   736   503   393 
Residential mortgage  314   301   1,080   572   293 
Home equity lines of credit  567   386   242   287   62 
Residential construction  178   79   173   135   51 
Consumer direct  917   800   1,044   1,221   1,010 
Indirect auto  284   233   86   54   40 
Total recoveries  6,204   5,595   7,156   8,789   5,944 
Net charge-offs  5,998   6,766   6,259   13,878   93,710 
Provision for loan losses  3,490   (260)  3,088   8,735   63,335 
Allowance for loan losses at end of period  58,914   61,422   68,448   71,619   76,762 
                     
Allowance for unfunded commitments at beginning of period  2,002   2,542   1,930   2,165   - 
Provision for unfunded commitments  310   (540)  612   (235)  2,165 
Allowance for unfunded commitments at end of period  2,312   2,002   2,542   1,930   2,165 
Allowance for credit losses $61,226  $63,424  $70,990  $73,549  $78,927 
                     
Total loans(1):                    
At year-end $7,735,572  $6,920,636  $5,995,441  $4,672,119  $4,329,266 
Average  7,150,211   6,412,740   5,297,687   4,440,868   4,228,235 
                     
Allowance for loan losses as a percentage of year- end loans  0.76%  0.89%  1.14%  1.53%  1.77%
                     
As a percentage of average loans:                    
Net charge-offs  .08   .11   .12   .31   2.22 
Provision for loan losses  .05   -   .06   .20   1.50 

(1) Excludes loans acquired through the 2009 FDIC assisted acquisition of Southern Community Bank that are covered by loss sharing agreements.

The allowance for credit losses, which includes a portion related to unfunded commitments, totaled $61.2 million at December 31, 2017 compared with $63.4 million at December 31, 2016. At December 31, 2017, the allowance for loan losses was $58.9 million, or .76% of total loans, compared with $61.4 million, or .89% of loans at December 31, 2016. The decrease in the allowance for credit losses is consistent with the overall improving trends in credit quality of the loan portfolio.

In accordance with the accounting guidance for business combinations, there was no allowance for loan losses brought forward on loans acquired from HCSB or FOFN, as credit deterioration was included in the determination of fair value at acquisition date. At December 31, 2017, for acquired loans that had no evidence of credit deterioration at the time of acquisition, the remaining unaccreted fair value discount was $14.7 million.

Management believes that the allowance for credit losses at December 31, 20172019 reflects management’s assessment of the probable incurred losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if management’s assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios. The allocation of the allowance for credit losses is based on historical data, subjective judgment and estimates and, therefore, is not necessarily indicative of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the “Critical Accounting Policies” section for additional information on the allowance for credit losses.

48


Nonperforming Assets

Nonperforming loans

The allowance for credit losses, which includes a portion related to unfunded commitments, totaled $23.7$65.5 million at December 31, 2017,2019 compared with $21.5$64.6 million at December 31, 2016.2018. At December 31, 2017 and 2016,2019, the ratioallowance for loan losses was $62.1 million, or 0.70% of nonperforming loans to total loans, compared with $61.2 million, or 0.73%, of loans at December 31, 2018. The increase in the allowance for credit losses was .31%. primarily attributable to organic loan growth, partially offset by the release of the allowance related to the indirect auto portfolio upon the sale of these loans in December 2019.

 The following table summarizes the allocation of the allowance for credit losses for each of the past five years.
Table 10 - Allocation of Allowance for Credit Losses
As of December 31,
(in thousands)
 2019 2018 2017 2016 2015
 Amount %* Amount %* Amount %* Amount %* Amount %*
Owner occupied commercial real estate$11,404
 20 $12,207
 19 $14,776
 25 $16,446
 24 $18,016
 26
Income producing commercial real estate12,306
 23 11,073
 22 9,381
 21 8,843
 18 11,548
 17
Commercial & industrial5,266
 14 4,802
 15 3,971
 15 3,810
 16 4,433
 13
Commercial construction9,668
 11 10,337
 9 10,523
 9 13,405
 9 9,553
 9
Equipment financing7,384
 8 5,452
 7 
  
  
 
Total commercial46,028
 76 43,871
 72 38,651
 70 42,504
 67 43,550
 65
Residential mortgage8,081
 13 8,295
 13 10,097
 13 8,545
 13 12,719
 13
Home equity lines of credit4,575
 7 4,752
 8 5,177
 9 4,599
 9 5,956
 10
Residential construction2,504
 3 2,433
 3 2,729
 2 3,264
 3 4,002
 3
Consumer direct901
 1 853
 2 710
 2 708
 2 828
 2
Indirect auto
  999
 2 1,550
 4 1,802
 6 1,393
 7
Total allowance for loan losses62,089
 100 61,203
 100 58,914
 100 61,422
 100 68,448
 100
Allowance for unfunded commitments3,458
   3,410
   2,312
   2,002
   2,542
  
Total allowance for credit losses$65,547
   $64,613
   $61,226
   $63,424
   $70,990
  
* Loan balance in each category, expressed as a percentage of total loans.




The following table presents a summary of changes in the allowance for credit losses for each of the past five years.
Table 11 - Allowance for Credit Losses         
Years Ended December 31,         
(in thousands)         
 2019 2018 2017 2016 2015
Balance beginning of period$61,203
 $58,914
 $61,422
 $68,448
 $71,619
Charge-offs:         
Owner occupied commercial real estate5
 303
 406
 2,029
 2,901
Income producing commercial real estate1,227
 3,304
 2,985
 1,433
 1,280
Commercial & industrial5,849
 1,669
 1,528
 1,830
 1,358
Commercial construction290
 622
 1,023
 837
 1,947
Equipment financing5,675
 1,536
 
 
 
Residential mortgage616
 754
 1,473
 1,151
 1,615
Home equity lines of credit996
 1,194
 1,435
 1,690
 1,094
Residential construction306
 54
 129
 533
 851
Consumer direct2,390
 2,445
 1,803
 1,459
 1,597
Indirect auto663
 1,277
 1,420
 1,399
 772
Total loans charged-off18,017
 13,158
 12,202
 12,361
 13,415
Recoveries:         
Owner occupied commercial real estate375
 1,227
 980
 706
 755
Income producing commercial real estate283
 1,064
 178
 580
 866
Commercial & industrial852
 1,390
 1,768
 1,689
 2,174
Commercial construction1,165
 734
 1,018
 821
 736
Equipment financing781
 460
 
 
 
Residential mortgage481
 336
 314
 301
 1,080
Home equity lines of credit610
 423
 567
 386
 242
Residential construction157
 376
 178
 79
 173
Consumer direct911
 807
 917
 800
 1,044
Indirect auto186
 228
 284
 233
 86
Total recoveries5,801
 7,045
 6,204
 5,595
 7,156
Net charge-offs12,216
 6,113
 5,998
 6,766
 6,259
Provision for loan losses13,102
 8,402
 3,490
 (260) 3,088
Allowance for loan losses at end of period62,089
 61,203
 58,914
 61,422
 68,448
          
Allowance for unfunded commitments at beginning of period3,410
 2,312
 2,002
 2,542
 1,930
Provision for unfunded commitments48
 1,098
 310
 (540) 612
Allowance for unfunded commitments at end of period3,458
 3,410
 2,312
 2,002
 2,542
Allowance for credit losses$65,547
 $64,613
 $61,226
 $63,424
 $70,990
          
Total loans:         
At year-end$8,812,553
 $8,383,401
 $7,735,572
 $6,920,636
 $5,995,441
Average8,708,035
 8,170,143
 7,150,211
 6,412,740
 5,297,687
          
Allowance for loan losses as a percentage of year-end loans0.70% 0.73% 0.76% 0.89 % 1.14%
          
As a percentage of average loans:         
Net charge-offs0.14
 0.07
 0.08
 0.11
 0.12
Provision for loan losses0.15
 0.10
 0.05
 
 0.06
Nonperforming Assets
Nonperforming assets (“NPAs”), which include nonperformingnonaccrual loans and foreclosed properties, totaled $26.9$35.8 million at December 31, 2017,2019, compared with $29.5$25.1 million at December 31, 2016.

United’s2018.

Our policy is to place loans on nonaccrual status when, in the opinion of management, the full principal and interest on a loan is not likely to be collected or when the loan becomes 90 days past due. When a loan is placed on nonaccrual status, interest previously accrued but


not collected is reversed against current interest revenue. Interest payments received on nonaccrual loans are applied to reduce the loan’s recorded investment.

We record loans acquired in our acquisitions (purchased loans) at fair value at the date of acquisition based on a discounted cash flow methodology that considers various factors, including the type of loan and related collateral, classification status, whether the loan has a fixed or variable interest rate, its term and whether or not the loan was amortizing, and our assessment of risk inherent in the cash flow estimates. Purchased Credit Impairedloans are segregated into two categories upon purchase: (1) loans purchased without evidence of deteriorated credit quality since origination, referred to as purchased non-credit impaired (“non-PCI”) loans, and (2) loans purchased with evidence of deteriorated credit quality since origination for which it is probable that all contractually required payments will not be collected, referred to as purchased credit impaired (“PCI”) loans.

We do not consider our PCI loans, are considered past due or delinquent when the contractual principal or interest due in accordance with the termswhich showed evidence of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered as performing,deteriorated credit quality at acquisition, to be NPAs, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period loan loss provision or future period yield adjustments. PCI loans were not classified as nonaccrual at December 31, 20172019 or 20162018 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.

Generally, United doeswe do not commit to lend additional funds to customers whose loans are on nonaccrual status, although in certain isolated cases, United executeswe execute forbearance agreements whereby United willwe agree to continue to fund construction loans to completion or other lines of credit as long as the borrower meets the conditions of the forbearance agreement. UnitedWe may also fund other amounts necessary to protect collateral such as amounts to pay past due property taxes and insurance coverage. The table below summarizes nonperforming assets at year-end for the last five years. For years prior to 2015, assets covered by loss-sharing agreements with the FDIC have been excluded from the table below. These assets were excluded from the review of nonperforming assets, as the loss-sharing agreements with the FDIC and purchase price adjustments to reflect credit losses effectively eliminate the likelihood of recognizing losses on the covered assets. The loss-sharing agreements were terminated and settled in early 2015.

Table 13 - Nonperforming Assets

As of December 31,

(in thousands)

  2017  2016  2015  2014  2013 
Nonaccrual loans (NPLs) $23,658  $21,539  $22,653  $17,881  $26,819 
Foreclosed properties  3,234   7,949   4,883   1,726   4,221 
Total nonperforming assets (NPAs) $26,892  $29,488  $27,536  $19,607  $31,040 
                     
NPLs as a percentage of total loans  .31%  .31%  .38%  .38%  .62%
NPAs as a percentage of loans and foreclosed properties  .35   .43   .46   .42   .72 
NPAs as a percentage of total assets  .23   .28   .29   .26   .42 

49


The following table summarizes nonperforming assets by category and market.

Table 14 - Nonperforming Assets by Category

(in thousands)

  December 31, 2017  December 31, 2016 
  Nonaccrual  Foreclosed  Total  Nonaccrual  Foreclosed  Total 
  Loans  Properties  NPAs  Loans  Properties  NPAs 
BY CATEGORY                        
Owner occupied commercial real estate $4,923  $1,955  $6,878  $7,373  $3,145  $10,518 
Income producing commercial real estate  3,208   244   3,452   1,324   36   1,360 
Commercial & industrial  2,097   -   2,097   966   -   966 
Commercial construction  758   884   1,642   1,538   2,977   4,515 
     Total commercial  10,986   3,083   14,069   11,201   6,158   17,359 
Residential mortgage  8,776   136   8,912   6,368   1,260   7,628 
Home equity lines of credit  2,024   15   2,039   1,831   531   2,362 
Residential construction  192   -   192   776   -   776 
Consumer direct  43   -   43   88   -   88 
Indirect auto  1,637   -   1,637   1,275   -   1,275 
 Total NPAs $23,658  $3,234  $26,892  $21,539  $7,949  $29,488 
                         
BY MARKET                        
North Georgia $7,310  $94  $7,404  $5,278  $856  $6,134 
Atlanta MSA  1,395   279   1,674   1,259   716   1,975 
North Carolina  4,543   1,213   5,756   4,750   632   5,382 
Coastal Georgia  2,044   20   2,064   1,778   -   1,778 
Gainesville MSA  739   -   739   279   -   279 
East Tennessee  1,462   -   1,462   2,354   675   3,029 
South Carolina  3,433   1,059   4,492   2,494   5,070   7,564 
Commercial Banking Solutions  1,095   569   1,664   2,072   -   2,072 
Indirect auto  1,637   -   1,637   1,275   -   1,275 
Total NPAs  23,658   3,234   26,892   21,539   7,949   29,488 

The following table summarizes activity in nonperforming assets by year.

Table 15 - Activity in Nonperforming Assets

(in thousands)

  2017  2016  2015 
  Nonaccrual  Foreclosed  Total  Nonaccrual  Foreclosed  Total  Nonaccrual  Foreclosed  Total 
  Loans  Properties  NPAs  Loans  Properties  NPAs  Loans  Properties  NPAs 
                            
Beginning Balance $21,539  $7,949  $29,488  $22,653  $4,883  $27,536  $17,881  $1,726  $   19,607 
Acquisitions  20   1,464   1,484   -   6,998   6,998   -   4,225   4,225 
Loans placed on non-accrual  28,621   -   28,621   24,583   -   24,583   32,187   -   32,187 
Payments received  (16,688)  -   (16,688)  (13,783)  -   (13,783)  (14,478)  -   (14,478)
Loan charge-offs  (6,762)  -   (6,762)  (6,011)  -   (6,011)  (8,036)  -   (8,036)
Foreclosures  (3,072)  4,146   1,074   (5,903)  8,177   2,274   (4,901)  4,925   24 
Capitalized costs  -   -   -   -   127   127   -   256   256 
Note / property sales  -   (9,534)  (9,534)  -   (12,238)  (12,238)  -   (6,887)  (6,887)
Write downs  -   (1,127)  (1,127)  -   (387)  (387)  -   (243)  (243)
Net gains on sales  -   336   336   -   389   389   -   881   881 
Ending Balance $23,658  $3,234  $26,892  $21,539  $7,949  $29,488  $22,653  $4,883  $27,536 

Foreclosed property is initially recorded at fair value, less estimated costs to sell. If the fair value, less estimated costs to sell, at the time of foreclosure is less than the loan balance, the deficiency is charged against the allowance for loan losses. If the lesser of fair value, less estimated costs to sell, or the listed selling price, less the costs to sell, of the foreclosed property decreases during the holding period, a valuation allowance is established with a charge to foreclosed property expense. When the foreclosed property is sold, a gain or loss is recognized on the sale for the difference between the sales proceeds and the carrying amount of the property. Financed sales

The table below summarizes NPAs at year-end for the last five years.

Table 12 - Nonperforming Assets
As of foreclosed property are accounted for December 31,
(in accordance with ASC 360-20,Real Estate Sales.

In 2017, 2016 and 2015, United transferred $4.15 million, $8.18 million and $4.93 million, respectively, ofthousands)

 2019 2018 2017 2016 2015
Nonaccrual loans$35,341
 $23,778
 $23,658
 $21,539
 $22,653
Foreclosed properties476
 1,305
 3,234
 7,949
 4,883
Total NPAs$35,817
 $25,083
 $26,892
 $29,488
 $27,536
          
Nonaccrual loans as a percentage of total loans0.40% 0.28% 0.31% 0.31% 0.38%
NPAs as a percentage of loans and foreclosed properties0.41
 0.30
 0.35
 0.43
 0.46
NPAs as a percentage of total assets0.28
 0.20
 0.23
 0.28
 0.29



The following table summarizes nonaccrual loans into foreclosed property. During 2017, 2016 and 2015, proceeds from sales of foreclosed properties were $9.53 million, $12.2 million and $6.89 million, respectively.

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by category.


Table 13 - Nonaccrual Loans by Category
(in thousands)
  December 31, 2019December 31, 2018 
 Owner occupied commercial real estate$10,544
 $6,421
 
 Income producing commercial real estate1,996
 1,160
 
 Commercial & industrial2,545
 1,417
 
 Commercial construction2,277
 605
 
 Equipment financing3,141
 2,677
 
 Total commercial20,503
 12,280
 
 Residential mortgage10,567
 8,035
 
 Home equity lines of credit3,173
 2,360
 
 Residential construction939
 288
 
 Consumer direct159
 89
 
 Indirect auto
 726
 
 Total nonaccrual loans$35,341
 $23,778
 
At December 31, 20172019 and 2016 United2018 we had $58.1$54.2 million and $73.2$52.4 million, respectively, in loans with terms that have been modified in a TDR. Included therein were $5.50$8.25 million and $5.35$7.09 million, respectively, of TDRs that were not performing in accordance with their modified terms and were included in nonperformingnonaccrual loans. The remaining TDRs with an aggregate balance of $52.6$46.0 million and $67.8$45.3 million, respectively, were performing according to their modified terms and arewere therefore not considered to be nonperforming assets.

At December 31, 20172019 and 2016,2018, there were $62.3$62.0 million and $85.7$55.4 million, respectively, of loans classified as individually evaluated for impairment (“impaired under the definition outlined in the Accounting Standards Codificationloans”), including TDRs which are by definition considered impaired.TDR’s. Included in impaired loans at December 31, 20172019 and 20162018 were $9.37$25.1 million and $28.3$23.5 million, respectively, that did not require specific reserves or had previously been charged down to net realizable value. The remaining balance of impaired loans at December 31, 20172019 of $52.9$36.9 million had specific reserves that totaled $3.26$2.51 million and the remaining balance of impaired loans at December 31, 20162018 of $57.4$32.0 million had specific reserves that totaled $3.45$2.31 million. The average recorded investment in impaired loans for 2017, 2016 and 2015 was $78.4 million, $90.4 million and $107 million, respectively. During 2017, 2016 and 2015, United recognized $3.63 million, $4.27 million and $4.96 million, respectively, in interest revenue on impaired loans. United’s policy is to discontinue the recognition of interest revenue for loans classified as impaired under ASC 310-10-35,Receivables, when a loan meets the criteria for nonaccrual status. Impaired loans decreased 27% from 2016 to 2017.


Investment Securities

The composition of theour investment securities portfolio reflects United’sour investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings, including repurchase agreements.borrowings. Total investment securities at December 31, 2017 increased $1752019 decreased $345 million from a year ago.

ago as a result of the deleveraging strategy we implemented during 2019.

At December 31, 20172019 and 2016, United2018, we had debt securities held-to-maturity with a carrying value of $321$284 million and $330$274 million, respectively, and debt securities available-for-sale totaling $2.62$2.27 billion and $2.43$2.63 billion, respectively. At December 31, 20172019 and 2016,2018, the securities portfolio represented approximately 25%20% and 26%23%, respectively, of total assets. At December 31, 2017,2019, the effective duration of the investment portfolio was 3.412.81 years, compared with 3.013.34 years at December 31, 2016.

The following table shows the carrying value of United’s investment securities. 

Table 16 - Carrying Value of Investment Securities      
As of December 31,         
(in thousands)         
          
  December 31, 2017 
  Available-for-Sale  Held-to-Maturity  Total Securities 
          
U.S. Treasuries $121,113  $-  $121,113 
U.S. Government agencies  26,372   -   26,372 
State and political subdivisions  197,286   71,959   269,245 
Mortgage-backed securities  1,727,211   249,135   1,976,346 
Corporate bonds  306,353   -   306,353 
Asset-backed securities  237,458   -   237,458 
Other  57   -   57 
Total securities $2,615,850  $321,094  $2,936,944 

  December 31, 2016 
  Available-for-Sale  Held-to-Maturity  Total Securities 
          
U.S. Treasuries $169,616  $-  $169,616 
U.S. Government agencies  20,820   -   20,820 
State and political subdivisions  74,177   57,134   131,311 
Mortgage-backed securities  1,391,682   272,709   1,664,391 
Corporate bonds  305,392   -   305,392 
Asset-backed securities  469,569   -   469,569 
Other  1,182   -   1,182 
Total securities $2,432,438  $329,843  $2,762,281 

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2018.

The investment securities portfolio primarily consists of Treasury securities, U.S. Government agencygovernment securities, U.S. Governmentgovernment sponsored agency mortgage-backed securities, non-agency mortgage-backed securities, corporate securities, municipal securities and asset-backed securities. Mortgage-backed securities, which include both U.S. government sponsored agency and non-agency securities, rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will differ from the contractual maturities because the loans underlying the security can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, Unitedwe may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite occurs.may occur. Prepayments tend to slow and the weighted average life extends. This is referred to as extension risk, which can lead to lower levels of liquidity due to the delay of cash receipts, and can result in the holding of a below market yielding asset for a longer period of time. United’sOur asset-backed securities include collateralized loan obligations in 2018 and securities that are backed by student loans.

Management evaluates itsour securities portfolio each quarter to determine if any security is other than temporarily impaired. In making this evaluation, management considers itsour ability and intent to hold securities to recover current market losses. Losses on fixed income


securities at December 31, 20172019 primarily reflect the effect of changes in interest rates. UnitedWe did not recognize any other than temporary impairment losses on itsour investment securities in 2017, 20162019, 2018 or 2015.

2017.

At December 31, 2017, United2019 and 2018, we had 67%71% of itsour total investment securities portfolio invested in mortgage backed securities, compared with 60% at December 31, 2016. United hasmortgage-backed securities. We have continued to purchase mortgage-backed securities in order to obtain a favorable yield with low risk. UnitedWe did not have debt obligations of any issuer in excess of 10% of equity at year-end 20172019 or 2016,2018, excluding U.S. Governmentgovernment sponsored entities. Approximately 2%As of theDecember 31, 2019, no securities portfolio iswere rated below “A” by at least one rating agency or unrated and 10%14% of securities, excluding government or agency securities, arewere rated “Aaa”. See Note 6 to the consolidated financial statements for further discussion of the investment portfolio and related fair value and maturity information.


Goodwill and Other Intangible Assets

Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill annually, or more frequently if necessary, to determine if any impairment exists.

Core deposit intangibles, representing the value of the acquired deposit base, and noncompete agreements are amortizing intangible assets that are required to be tested for impairment only when events or circumstances indicate that impairment may exist. During 2019, all capitalized noncompete agreements became fully amortized. There were no events or circumstances that leadled management to believe that any impairment exists in other intangible assets.

Goodwill represents

Deposits
Customer deposits are the premium paidprimary source of funds for acquired companies above the fair valuecontinued growth of our earning assets. The following table sets forth the assets acquireddeposit composition as of December 31, 2019 and liabilities assumed, including separately identifiable intangible assets. Management evaluates its goodwill annually, or more frequently if necessary,2018.

Table 14 - Deposits
As of December 31,
(in thousands)
  2019 2018 
 Noninterest-bearing demand$3,477,979
 $3,210,220
 
 
NOW and interest-bearing demand (1)
2,461,895
 2,369,631
 
 
Money market and savings (1)
2,937,095
 2,672,556
 
 Time1,859,574
 1,598,391
 
 Total customer deposits10,736,543
 9,850,798
 
 Brokered deposits160,701
 683,715
 
 Total deposits$10,897,244
 $10,534,513
 
(1)2018 balances reflect reclassification of certain sweep deposits from money market to determine if any impairment exists.

Deposits

Management has focusedNOW and interest-bearing demand to conform to 2019 presentation.


The increase in deposits, excluding brokered deposits, from 2018 was attributable to both our continued focus on growing customer transaction deposit accounts relative to more costly time deposit balances. United’sdeposits and the addition of deposits acquired from FMBT, which totaled $212 million at the acquisition date in May 2019. Our high level of service, as evidenced by itsour strong customer satisfaction scores, has been instrumental in attracting and retaining deposits.

Total customer deposits, excluding The decrease in brokered deposits aswas a result of December 31, 2017 were $9.4 billion, an increase of $1.1 billion from December 31, 2016. Total core deposits (demand, NOW, money market and savings deposits, excluding public funds deposits) of $9.2 billion increased $1.5 billion, or 19%, due to the FOFN and HCSB acquisitions and the success of core deposit incentive programs.

Total time deposits, excluding brokered deposits, as of December 31, 2017 were $1.55 billion, up $261 million from December 31, 2016, primarily due to the FOFN and HCSB acquisitions.

Brokered deposits totaled $371 million as of December 31, 2017, an increase of $43.5 million from December 31, 2016, and included NOW accounts, money market deposits and certificates of deposit. Brokered certificates of deposit accounted for $133 million and $89.9 million of the balanceour deleveraging strategy aimed at December 31, 2017 and 2016, respectively. The increase in brokered certificates of deposit reflects a strategy to diversifyreducing wholesale funding sources.

52
borrowing.


The following table sets forth the scheduled maturities of time deposits of $250,000 and greater and brokered time deposits.


Table 1715 - Maturities of Customer Time Deposits of $250,000 and Greater and Brokered Time Deposits

As of December 31,

(in thousands)

$250,000 and greater: 2017  2016 
Three months or less $37,982  $42,549 
Three to six months  27,099   31,475 
Six to twelve months  59,736   36,634 
Over one year  79,937   33,628 
Total $204,754  $144,286 
         
Brokered time deposits:        
Three months or less $30,932  $- 
Three to six months  1,639   - 
Six to twelve months  2,155   - 
Over one year  98,022   89,864 
Total $132,748  $89,864 

  2019 2018 
 Three months or less$86,324
 $63,510
 
 Three to six months100,380
 44,478
 
 Six to twelve months139,897
 80,034
 
 Over one year40,375
 74,368
 
 Total$366,976
 $262,390
 


Borrowing Activities

The Bank is a shareholder in the Federal Home Loan Bank of Atlanta (“FHLB”). ThroughFHLB and, through this affiliation, had FHLB secured advances totaled $505 million and $709totaling $160 million at December 31, 2017 and 2016, respectively. United anticipates2018. At December 31, 2019, we had no FHLB advances outstanding. We anticipate continued use of this short and long-term source of funds. FHLB advances outstanding at December 31, 2017 had maturity dates ranging from 2018-2020 and a weighted average interest rate of 1.59%. Additional information regarding FHLB advances is provided in Note 12 to the consolidated financial statements.
At December 31, 2019 and 2018, we had no federal funds purchased outstanding.

At December 31, 2019 and 2018, we had long-term debt outstanding of $213 million and $267 million, respectively, which included senior debentures, subordinated debentures, and trust preferred securities. At December 31, 2018, long-term debt also included securitized notes payable, which were repaid during 2019. Additional information regarding these debt instruments is provided in Note 13 to the consolidated financial statements.

At December 31, 2017


Liquidity Management
Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and 2016, United had $50.0 millionto raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and $5.0 million, respectively, in federal funds purchased outstanding.

Liquidity Management

borrowers. The primary objective of liquidity management is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is theour primary goal of Unitedis to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of itsour liquidity, United performswe perform a variety of liquidity stress tests including idiosyncratic, systemic and combined scenarios for both moderate and severe events. Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and the ability to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. United maintainstests. We maintain an unencumbered liquid asset reserve to help ensure itsour ability to meet itsour obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.

An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis. The Bank also maintains excess funds in short-term interest-bearing assets that provide additional liquidity.

The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, FHLB advances, and brokered deposits, and securities sold under agreements to repurchase.deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs.

In addition, because United’s holding companythe Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. United’s holding companyThe Holding Company is responsible for the payment of dividends declared for its common and preferred shareholders, and interest and principal on any outstanding debt or trust preferred securities. United’s holding companyThe Holding Company currently has internal capital resources to meet these obligations. While United’s holding companythe Holding Company has access to the capital markets and maintains a line of credit as a contingent funding source, the ultimate sourcesources of holding companyits liquidity isare subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. In 2017 and 2016,2018, the Bank paid dividends of $103$162 million and $41.5 million, respectively, to the holding company. Holding companyCompany. In 2019, the Bank paid no dividends to the Holding Company. Holding Company liquidity is managed to 18-monthsa minimum of 15-months of positive cash flow after considering all of its liquidity needs over this period.

53




The table below presents a summary of short-term borrowings over the last three years.

Table 1816 - Short-Term Borrowings

As of and for the year ended December 31,

(in thousands)

December 31, 2017 

Period-end

balance

  

Period end

weighted-

average

interest rate

  

Maximum

outstanding

at any month-

end

  

Average

amounts

outstanding

during the

year

  

Weighted-

average rate

for the year

 
Federal funds purchased $50,000   1.56% $84,575  $26,853   1.19%
Repurchase agreements  -   -   1,027   3   .12 
  $50,000          $26,856     
                     
December 31, 2016                    
Federal funds purchased $5,000   .81% $50,000  $27,572   .66%
Repurchase agreements  -   -   19,234   7,334   .15 
  $5,000          $34,906     
                     
December 31, 2015                    
Federal funds purchased $-   -% $10,000  $41,319   .34%
Repurchase agreements  16,640   .01   35,000   7,982   .21 
  $16,640          $49,301     

  Period-end balance Period end weighted-average interest rate Maximum outstanding at any month-end Average amounts outstanding during the year Weighted-average rate for the year
2019          
Federal funds purchased $
 % $70,000
 $33,504
 2.50%
  $
     $33,504
  
2018          
Federal funds purchased $
 % $65,000
 $55,799
 1.98%
Repurchase agreements 
 
 
 1,577
 0.44
  $
     $57,376
  
2017          
Federal funds purchased $50,000
 1.56% $84,575
 $26,853
 1.19%
Repurchase agreements 
 
 1,027
 3
 0.12
  $50,000
     $26,856
  
At December 31, 2017, United2019, we had sufficient qualifying collateral to increase FHLB advances by $856 million$1.16 billion and Federal Reserve discount window capacity of $1.23 billion.$1.56 billion, as well as unpledged investment securities of $1.64 billion that could be used as collateral for additional borrowings. Management also has the ability to raise substantial funds through brokered deposits. In addition to these wholesale sources, United haswe have the ability to attract retail deposits at any time by competing more aggressively on pricing.

As disclosed in the consolidated statements of cash flows, net cash provided by operating activities was $208$154 million for the year ended December 31, 2017.2019. Net income of $67.8$186 million for the year included non-cash expenses for the following: deferred income tax expense of $99.6$14.9 million, and non-cash depreciation, amortization and accretion of $27.5 million. Accrued expenses and other liabilities increased $24.3$24.0 million, provision expense of $13.2 million, and loans held for sale decreased by $5.24stock-based compensation of $9.36 million. These sourcesUses of cash were partially offset byfrom operating activities included an increase in other assets and accrued interest receivable of $18.3$45.8 million, a decrease in accrued expenses and other liabilities of $1.98 million, and an increase in loans held for sale of $39.5 million. Net cash used inprovided by investing activities of $45.5$163 million consisted primarily of $937proceeds from sales of debt securities available-for-sale and equity securities of $352 million, maturities and calls of debt securities available-for-sale of $350 million, and maturities and calls of securities held-to-maturity of $50.4 million. These sources of cash were partially offset by $294 million of purchases of debt securities available for sale,available-for-sale and equity securities, $59.6 million of purchases of debt securities held-to-maturity, a net increase in loans of $109$206 million, offset by proceeds from salespurchases of securities available for salepremises and equipment of $341 million, maturities and calls of investment securities available for sale of $606 million, maturities and calls of securities held to maturity of $56.9$20.9 million, and net cash received frompaid for acquisitions of $53.7$19.5 million. The $65.5$129 million of net cash used in financing activities consisted primarily of a $294$160 million net reduction in FHLB advances, $75.0$55.3 million repayment of long-term debt and $26.2$53.0 million in common stock dividends. This decrease wasdividends, partially offset by a net increase in deposits of $287 million and a net increase in short-term borrowings of $43.9 million..$151 million. In the opinion of management, United’sour liquidity position at December 31, 20172019 was sufficient to meet itsour expected cash flow requirements.

The following table shows United’s contractual obligations and other commitments.

Table 19 - Contractual Obligations and Other Commitments

As of December 31, 2017

(in thousands)

        Maturity By Years 
  Total  

Unamortized

Premium

(Discount)

  1 or Less  1 to 3  3 to 5  Over 5 
Contractual Cash Obligations                        
FHLB advances $504,651  $651  $269,000  $235,000  $-  $- 
Long-term debt  120,545   (8,381)  -   -   50,000   78,926 
Operating leases  27,101   -   4,161   7,806   7,096   8,038 
Total contractual cash obligations $652,297  $(7,730) $273,161  $242,806  $57,096  $86,964 
                         
Other Commitments                        
Commitments to extend credit $1,910,777  $-  $510,988  $384,150  $340,892  $674,747 
Commercial letters of credit  28,075   -   23,269   4,643   163   - 
Uncertain tax positions  3,163   -   369   2,003   441   350 
Total other commitments $1,942,015  $-  $534,626  $390,796  $341,496  $675,097 

54


54



The following table presents the contractualexpected maturity of investment securities by maturity date and average yields based on amortized cost (for all obligations on a fully taxable basis). The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs.


Table 2017 - Expected Maturity of Available-for-Sale and Held-to-Maturity InvestmentDebt Securities

As of December 31, 2017

2019

(in thousands)

  Maturity By Years 
  1 or Less  1 to 5  5 to 10  Over 10  Total 
Available-for-Sale                    
U.S. Treasuries $-  $73,798  $47,315  $-  $121,113 
U.S. Government agencies  5,514   18,210   920   1,728   26,372 
State and political subdivisions  3,485   54,753   139,048   -   197,286 
Corporate bonds  -   258,819   46,634   900   306,353 
Asset-backed securities  3,238   125,621   105,919   2,680   237,458 
Other securities(1)  18,757   1,112,182   544,145   52,184   1,727,268 
Total securities available-for-sale $30,994  $1,643,383  $883,981  $57,492  $2,615,850 
                     
Weighted average yield(2)  2.62%  2.60%  2.62%  3.02%  2.61%
                     
Held-to-Maturity                    
State and political subdivisions $5,691  $20,431  $7,603  $38,234  $71,959 
Other securities(1)  1,127   192,327   27,075   28,606   249,135 
Total securities held-to-maturity $6,818  $212,758  $34,678  $66,840  $321,094 
                     
Weighted average yield(2)  3.70%  2.87%  3.12%  3.16%  2.97%
                     
Combined Portfolio                    
U.S. Treasuries $-  $73,798  $47,315  $-  $121,113 
U.S. Government agencies  5,514   18,210   920   1,728   26,372 
State and political subdivisions  9,176   75,184   146,651   38,234   269,245 
Corporate bonds  -   258,819   46,634   900   306,353 
Asset-backed securities  3,238   125,621   105,919   2,680   237,458 
Other securities(1)  19,884   1,304,509   571,220   80,790   1,976,403 
Total securities $37,812  $1,856,141  $918,659  $124,332  $2,936,944 
                     
Weighted average yield(2)  2.81%  2.63%  2.64%  3.09%  2.65%

 Maturity By Years
 1 or Less 1 to 5 5 to 10 Over 10 Total
Available-for-Sale         
U.S. Treasuries$29,962
 $124,656
 $
 $
 $154,618
U.S. Government agencies2,631
 404
 
 
 3,035
State and political subdivisions940
 63,500
 162,050
 
 226,490
Residential mortgage-backed securities, Agency3,600
 709,809
 279,504
 49,331
 1,042,244
Residential mortgage-backed securities, Non-agency20,998
 235,783
 
 
 256,781
Commercial mortgage-backed, Agency11,059
 183,058
 74,786
 
 268,903
Commercial mortgage-backed, Non-agency
 
 16,050
 
 16,050
Corporate bonds170,380
 31,713
 
 998
 203,091
Asset-backed securities4,036
 67,267
 29,958
 2,108
 103,369
Total securities available-for-sale$243,606
 $1,416,190
 $562,348
 $52,437
 $2,274,581
          
Weighted average yield (1)
2.97% 2.87% 2.65% 3.22% 2.84%
          
Held-to-Maturity         
State and political subdivisions$3,100
 $11,011
 $31,368
 $
 $45,479
Residential mortgage-backed securities, Agency1,671
 113,848
 9,994
 28,454
 153,967
Commercial mortgage-backed, Agency9,393
 6,861
 4,161
 63,672
 84,087
Total securities held-to-maturity$14,164
 $131,720
 $45,523
 $92,126
 $283,533
          
Weighted average yield (1)
3.56% 2.64% 3.24% 2.90% 2.87%
          
Combined Portfolio         
U.S. Treasuries$29,962
 $124,656
 $
 $
 $154,618
U.S. Government agencies2,631
 404
 
 
 3,035
State and political subdivisions4,040
 74,511
 193,418
 
 271,969
Residential mortgage-backed securities, Agency5,271
 823,657
 289,498
 77,785
 1,196,211
Residential mortgage-backed securities, Non-agency20,998
 235,783
 
 
 256,781
Commercial mortgage-backed, Agency20,452
 189,919
 78,947
 63,672
 352,990
Commercial mortgage-backed, Non-agency
 
 16,050
 
 16,050
Corporate bonds170,380
 31,713
 
 998
 203,091
Asset-backed securities4,036
 67,267
 29,958
 2,108
 103,369
Total securities$257,770
 $1,547,910
 $607,871
 $144,563
 $2,558,114
          
Weighted average yield (1)
3.01% 2.85% 2.70% 3.02% 2.84%
(1) Includes mortgage-backed securities

(2)Based on amortized cost, taxable equivalent basis


Off-Balance Sheet Arrangements

United is

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments, includewhich included commitments to extend credit and letters of credit, and financial guarantees.

totaled $2.15 billion at December 31, 2019.



A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. United usesWe use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees as it useswe use for underwriting on-balance sheet instruments. UnitedManagement evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

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All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. United isWe believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. We are not involved in off-balance sheet contractual relationships, other than those disclosed in this report,Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 21 to the consolidated financial statements for additional information on off-balance sheet arrangements.

At

In addition, at December 31, 2017 and 2016, United2018, we had $100$50 million and $150 million, respectively, in offsetting repurchase agreements / reverse repurchase agreements that were netted in the consolidated balance sheets. United enters into these collateral swap arrangements from timesheet. As of December 31, 2019, we had no such agreements outstanding. See Note 5 to time as a sourcethe consolidated financial statements for additional information.

The following table shows United’s contractual obligations and other commitments. 

Table 18 - Contractual Obligations and Other Commitments
As of additional revenue.

December 31, 2019

(in thousands)
  
  
 Maturity By Years
 Total 
Unamortized Premium
(Discount)
 1 or Less 1 to 3 3 to 5 Over 5
Contractual Cash Obligations           
Long-term debt212,664
 (8,588) 
 50,000
 
 171,252
Operating leases22,039
 (1,802) 4,939
 9,818
 5,720
 3,364
Total contractual cash obligations$234,703
 $(10,390) $4,939
 $59,818
 $5,720
 $174,616
Other Commitments           
Commitments to extend credit$2,126,275
 $
 $575,137
 $404,420
 $371,035
 $775,683
Commercial letters of credit22,533
 
 17,842
 1,805
 2,150
 736
Uncertain tax positions3,370
 
 1,628
 911
 831
 
Total other commitments$2,152,178
 $
 $594,607
 $407,136
 $374,016
 $776,419

Capital Resources and Dividends


The maintenance and management of capital levels is one of management’s significant priorities. Shareholders’ equity at December 31, 20172019 was $1.30$1.64 billion, an increase of $228$178 million from December 31, 20162018 primarily due to year-to-date earnings and stock issued for acquisitionsother comprehensive income partially offset by dividends declared. Accumulated other comprehensive loss, which includes unrealized gainsdeclared and losses on securities available-for-sale, the unrealized gains and losses on derivatives qualifying as cash flow hedges, and unamortized prior service cost and actuarial gains and losses on defined benefit retirement plans, is excluded in the calculation of regulatory capital ratios.

Effective January 1, 2015, the Board of Governors of the Federal Reserve System and the FDIC implemented the Basel III Capital Rules establishing a new comprehensive capital framework applicable to all depository institutions, bank holding companies with total consolidated assets of $500 million of more and all savings and loan holding companies except for those that are substantially engaged in insurance underwriting or commercial activities. Under the Basel III Capital Rules, minimum requirements increased for both the quantity and quality of capital held by United. The Basel III Capital Rules include a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5% and, for prompt corrective action purposes, a “well capitalized” ratio of 6.5%, raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6%, require a minimum ratio of Total Capital to risk-weighted assets of 8%, and require a minimum Tier 1 leverage ratio of 4%. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This capital conservation buffer will be phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the Basel III Capital Rules. The Basel III Capital Rules also revise the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets.

shares repurchased.


Under the risk-based capital guidelines of Basel III, assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of the collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with the category. The resulting weighted values from each of the risk categories are added together, and generally this sum is the Company’sour total risk weighted assets. Risk-weighted assets for purposes of United’sour capital ratios are calculated under these guidelines.

Common Equity Tier 1 (“CET1”) capital consists of common shareholders’ equity, excluding accumulated other comprehensive income (loss), intangible assets (goodwill, deposit-based intangibles and deposit-based intangibles)certain other intangibles, including certain servicing assets), net of associated deferred tax liabilities, and disallowed deferred tax assets,assets. Tier 1 capital consists of CET1, plus perpetual preferred stock and


other qualifying capital securities. Tier 2 capital components include supplemental capital such as the qualifying portion of the allowance for loan losses and qualifying subordinated debt. Tier 1 capital plus Tier 2 capital is referred to as Total risk-based capital.

United has


We have outstanding junior subordinated debentures related to trust preferred securities totaling $32.4$25.0 million at December 31, 2017.2019. The related trust preferred securities of $31.5$24.3 million (excluding common securities) qualify as Tier 1 capital under risk-based capital guidelines provided that total trust preferred securities do not exceed certain quantitative limits. At December 31, 2017,2019, all of United’sour trust preferred securities qualified as Tier 1 capital. Further information on trust preferred securities is provided in Note 1413 to the consolidated financial statements.

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The following table showsoutlines the minimum ratios required for capital adequacy purposes, as well as the thresholds for a categorization of “well-capitalized”.

Table 19 - Capital Requirements Under Basel III
As of December 31,
     Minimum Capital Plus Capital Conservation Buffer United Community Banks, Inc. (consolidated) United Community Bank
 Minimum Capital Well-Capitalized 2019 2018 2019 2018 2019 2018
CET1 capital to risk-weighted assets4.5% 6.5% 7.0% 6.38% 12.97% 12.16% 14.87% 12.91%
Tier 1 capital to risk-weighted assets6.0
 8.0
 8.5
 7.88
 13.21
 12.42
 14.87
 12.91
Total capital to risk-weighted assets8.0
 10.0
 10.5
 9.88
 15.01
 14.29
 15.54
 13.60
Leverage ratio4.0
 5.0
 N/A
 N/A
 10.34
 9.61
 11.63
 9.98

Additional information related to capital ratios, as calculated under regulatory guidelines, in effect at the time, as of December 31, 2019 and 2018, is provided in Note 20 to the dates indicated:

Table 21 - Capital Ratios

consolidated financial statements. As of December 31,

(dollars in thousands)

        United Community Banks, Inc.       
  Basel III Guidelines  (consolidated)  United Community Bank 
     Well             
  Minimum  Capitalized  2017  2016  2017  2016 
                   
Risk-based ratios:                        
Common equity tier 1 capital  4.5%  6.5%  11.98%  11.23%  12.93%  12.66%
Tier 1 capital  6.0   8.0   12.24   11.23   12.93   12.66 
Total capital  8.0   10.0   13.06   12.04   13.63   13.48 
Tier 1 leverage ratio  4.0   5.0   9.44   8.54   9.98   9.63 
                         
Common equity tier 1 capital         $1,053,983  $874,452  $1,135,728  $984,529 
Tier 1 capital          1,076,465   874,452   1,135,728   984,529 
Total capital          1,149,191   937,876   1,196,954   1,047,953 
                         
Risk-weighted assets          8,797,387   7,789,089   8,781,177   7,775,352 
Average total assets          11,403,248   10,236,868   11,385,716   10,221,318 

2019 and 2018, both United and the Bank were characterized as “well-capitalized”. 

Effect of Inflation and Changing Prices

A bank’s asset and liability structure is substantially different from that of an industrial firm, in thatbecause primarily all assets and liabilities of a bank are monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than nominal rates in order to maintain an appropriate equity to assets ratio.

United’s

Our management believes the effect of inflation on financial results depends on United’sour ability to react to changes in interest rates and, by such reaction, reduce the inflationary effect on performance. United hasWe have an asset/liability management program to monitor and manage itsour interest rate sensitivity position. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Interest Rate Sensitivity Management

The absolute level and volatility of interest rates can have a significant effect on profitability. The objective of interest rate risk management is to identify and manage the sensitivity of net interest revenue to changing interest rates, consistent with our overall financial goals. Based on economic conditions, asset quality and various other considerations, management establishes tolerance ranges for interest rate sensitivity and manages within these ranges.


Net interest revenue and the fair value of financial instruments are influenced by changes in the level of interest rates. United limits itsWe limit our exposure to fluctuations in interest rates through policies established by itsour Asset/Liability Management Committee (“ALCO”) and approved by the Board of Directors. ALCO meets periodically and has responsibility for formulating and recommending asset/liability management policies to the Board of Directors, formulating and implementing strategies to improve balance sheet positioning and/or earnings, and reviewing United’s interest rate sensitivity.


One of the tools management uses to estimate and manage the sensitivity of net interest revenue to changes in interest rates is an asset/liability simulation model. Resulting estimates are based upon a number ofseveral assumptions for each scenario, including loan and deposit re-pricing characteristics and the rate of prepayments. ALCO periodically reviews the assumptions for reasonableness based on historical data and future expectations,expectations; however, actual net interest revenue may differ from model results. The primary objective of the simulation model is to measure the potential change in net interest revenue over time using multiple interest rate scenarios. The base scenario assumes rates remain flat and is the scenario to which all others are compared to in order to measure the change in net interest revenue. Policy limits are based on immediate rate shock scenarios, as well as gradually rising and falling rate scenarios, which are all compared to the base scenario. Another commonly analyzed scenario is a most-likely scenario that projects the expected change in rates based on the slope of the forward yield curve. Other scenarios analyzed may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements. While the primary policy scenarios focus on a twelve month12-month time frame, longer time horizons are also modeled. All policy scenarios assume a static balance sheet.

United’s


Our policy is based on the 12-month impact on net interest revenue of interest rate shocks and ramps that increase from 100 to 400 basis points or decrease 100 to 200 basis points from the base scenario. In the shock scenarios, rates immediately change the full amount at the scenario onset. In the ramp scenarios, rates change by 25 basis points per month. United’sOur policy limits the projected change in net interest revenue over the first 12 months to a 5%an 8% decrease for each 100 basis point change in the increasing and decreasing rate ramp and shock scenarios. Historically low rates on December 31, 2016 made use of the down scenarios irrelevant. The following table presents United’sour interest sensitivity position at the dates indicated.

The change in simulation model results from December 31, 2018 to December 31, 2019 was primarily a result of a change in assumptions implemented in the first quarter of 2019, rather than a reflection of a significant change in balance sheet composition.


Table 2220 - Interest Sensitivity

  Increase (Decrease) in Net Interest Revenue from Base Scenario at 
  December 31, 
  2017 2016 
Change in Rates Shock  Ramp  Shock  Ramp 
 100 basis point increase  0.11%  (0.33)%  (0.39)%  (0.81)%
 100 basis point decrease  (7.37)  (6.24)  n/a   n/a 

   
Increase (Decrease) in Net Interest Revenue from Base Scenario at
December 31,
 
   2019 2018 
 Change in Rates Shock Ramp Shock Ramp 
 100 basis point increase 2.91 % 2.22 % (0.37)% (0.81)% 
 100 basis point decrease (4.86) (3.92) (2.89) (2.17) 

Interest rate sensitivity is a function of the repricing characteristics of the portfolio of assets and liabilities. These repricing characteristics are the time frames within which the interest-earning assets and interest-bearing liabilities are subject to change in interest rates either at replacement, repricing or maturity. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and their repricing characteristics during periods of changes in market interest rates. Effective interest rate sensitivity management seeks to ensure that both assets and liabilities respond to changes in interest rates on a net basis within an acceptable timeframe, thereby minimizing the potentially adverse effect of interest rate changes on net interest revenue.

United has some

We have discretion in the extent and timing of deposit repricing depending upon the competitive pressures in the markets in which it operates.we operate. Changes in the mix of earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. The interest rate spread between an asset and its supporting liability can vary significantly even when the timing of repricing for both the asset and the liability remains the same, due to the two instruments repricing according to different indices. This is commonly referred to as basis risk.

In order to manage its interest rate sensitivity, management uses derivative financial instruments.



Derivative financial instruments can be a cost-effective and capital-effective means of modifying the repricing characteristics of on-balance sheet assets and liabilities.are used to manage interest rate sensitivity. These contracts generally consist of interest rate swaps under which United payswe pay a variable rate (or fixed rate, as the case may be) and receivesreceive a fixed rate (or variable rate, as the case may be).

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In addition, investment securities and wholesale funding strategies are used to manage interest rate risk.


Derivative financial instruments that are designated as accounting hedges are classified as either cash flow or fair value hedges. The change in fair value of cash flow hedges is recognized in other comprehensive income. Fair value hedges recognize in earnings both the effect of the change in the fair value of the derivative financial instrument and the offsetting effect of the change in fair value of the hedged asset or liability associated with the particular risk of that asset or liability being hedged. United hasWe have other derivative financial instruments that are not designated as accounting hedges, but are used for interest rate risk management purposes and as effective economic hedges. Derivative financial instruments that are not accounted for as accounting hedges are marked to market through earnings.

In addition to derivative instruments, United uses a variety of balance sheet instruments to manage interest rate risk such as investment securities, wholesale funding and bank-issued deposits.

From time to time, Unitedwe will terminate hedging positions when conditions change and the position is no longer necessary to manage overall sensitivity to changes in interest rates. In those situations, where the terminated contract was in an effective hedging relationship at the time of termination and the hedging relationship is expected to remain effective throughout the original term of the contract, the resulting gain or loss is amortized over the remaining life of the original contract. For swap contracts, the gain or loss is amortized over the remaining original contract term using the straight line method of amortization. At December 31, 2017, United had $836,000 inDuring the second quarter of 2019, we amortized the remaining balance of losses fromon terminated derivativehedging positions included infrom other comprehensive income that will be amortized into earnings over their remaining original contract terms. United expects that $499,000 will be reclassified as an increase to interest expense over the next twelve months related to these terminated cash flow hedges.

United’sincome.

Our policy requires all non-customer derivative financial instruments be used only for asset/liability management through the hedging of specific transactions, positions or risks, and not for trading or speculative purposes. Management believes that the risk associated with using derivative financial instruments to mitigate interest rate risk sensitivity is appropriately monitored and controlled and will not have any material adverse effect on financial condition or results of operations. In order to mitigate potential credit risk, from time to time Unitedwe may require the counterparties to derivative contracts to pledge cash and/or securities as collateral to cover the net exposure.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements of the registrant and report of independent registered public accounting firm are included herein on the pages that follow.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of United Community Banks, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and affected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the internal control over financial reporting as of December 31, 2017.2019. In making this assessment, we used the criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management also conducted an assessment of requirements pertaining to Section 112 of the Federal Deposit Insurance Corporation Improvement Act. This section relates to management’s evaluation of internal control over financial reporting, including controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) and in compliance with laws and regulations. Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system and tests of the effectiveness of internal controls.

Based on our assessment, management concluded that as of December 31, 2017,2019, United Community Banks, Inc.’s internal control over financial reporting is effective based on those criteria.

Our independent registered public accountants have audited the

The effectiveness of the company’sCompany’s internal control over financial reporting as of December 31, 2019 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

appears herein.


/s/ Jimmy C. TallentH. Lynn Harton /s/ Jefferson L. Harralson 
Jimmy C. TallentH. Lynn Harton Jefferson L. Harralson 
ChairmanPresident and Chief Executive Officer Executive Vice President and 
  Chief Financial Officer 

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Report of Independent Registered Public Accounting Firm


TotheBoard of Directors and Shareholders

of United Community Banks, Inc.


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of United Community Banks, Inc. and its subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, and the related consolidated statements of income, of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017,2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company'sCompany’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established inInternal Control - Integrated Framework (2013) (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established inInternal Control - Integrated Framework(2013) issued by the COSO.


Basis for Opinions


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Report on Internal Control overOver Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management's assessment and our audit of United Community Banks, Inc.’s internal control over financial reporting also included controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) to comply with the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA).A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of General Reserve Portion of the Allowance for Loan Losses - Evaluation of the Qualitative Adjustments

As described in Notes 1 and 7 to the consolidated financial statements, management determines the general reserve portion of the allowance for loan losses using actual historical loss experience for each individual loan category, as well as evaluating whether qualitative adjustments are necessary. As of December 31, 2019, the allowance for loan losses was $62.09 million on total loans, net of unearned income. In evaluating whether qualitative adjustments are necessary, management considers general economic and business conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio, the findings of internal and external credit reviews, results from external bank regulatory examinations, and other macro environmental factors such as changes in unemployment rates, employment rates, debt per capita, home price indices, and trends in real estate value indices.
The principal considerations for our determination that performing procedures relating to the evaluation of qualitative adjustments used in the determination of the general reserve portion of the allowance for loan losses is a critical audit matter are there was significant judgment by management when evaluating the qualitative adjustments, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating audit evidence relating to the qualitative adjustments.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s allowance for loan losses estimation process, including controls over evaluating the qualitative adjustments used in the determination of the general reserve portion of the allowance for loan losses. Our procedures also included, among others, testing management’s process for evaluating qualitative adjustments by (i) evaluating the appropriateness of the methodology management used in evaluating the qualitative adjustments, (ii) testing the inputs used in the estimate of qualitative adjustments, including the completeness and accuracy of underlying historical loss data, and (iii) evaluating the reasonableness of the qualitative adjustments given current macroeconomic trends and portfolio characteristics.


/s/PricewaterhouseCoopers LLP


Atlanta, Georgia

February 27, 2018

2020


We have served as the Company’s auditor since 2013.

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.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Consolidated StatementsBalance Sheets
As of Income

For the Years Ended December 31, 2017, 20162019 and 2015

2018

(in thousands, except per share data)

          
  2017  2016  2015 
          
Interest revenue:            
Loans, including fees $315,050  $268,382  $223,256 
Investment securities:            
Taxable  70,172   63,413   51,143 
Tax exempt  2,216   614   705 
Deposits in banks and short-term investments  2,282   2,611   3,428 
Total interest revenue  389,720   335,020   278,532 
Interest expense:            
Deposits:            
NOW  3,365   1,903   1,505 
Money market  7,033   4,982   3,466 
Savings  135   135   98 
Time  6,529   3,136   3,756 
Total deposit interest expense  17,062   10,156   8,825 
Short-term borrowings  352   399   364 
Federal Home Loan Bank advances  6,095   3,676   1,743 
Long-term debt  10,226   11,005   10,177 
Total interest expense  33,735   25,236   21,109 
Net interest revenue  355,985   309,784   257,423 
(Release of) provision for credit losses  3,800   (800)  3,700 
Net interest revenue after provision for credit losses  352,185   310,584   253,723 
Fee revenue:            
Service charges and fees  38,295   42,113   36,825 
Mortgage loan and other related fees  18,320   20,292   13,592 
Brokerage fees  4,633   4,280   5,041 
Gains from sales of SBA/USDA loans  10,493   9,545   6,276 
Securities gains, net  42   982   2,255 
Losses on prepayment of borrowings  -   -   (1,294)
Other  16,477   16,485   9,834 
Total fee revenue  88,260   93,697   72,529 
Total revenue  440,445   404,281   326,252 
Operating expenses:            
Salaries and employee benefits  153,098   138,789   116,688 
Occupancy  20,344   19,603   15,372 
Communications and equipment  19,660   18,355   15,273 
FDIC assessments and other regulatory charges  6,534   5,866   5,106 
Professional fees  12,074   11,822   10,175 
Postage, printing and supplies  5,952   5,382   4,273 
Advertising and public relations  4,242   4,426   3,667 
Amortization of intangibles  4,845   4,182   2,444 
Foreclosed property  1,254   1,051   32 
Merger-related and other charges  13,901   8,122   17,995 
Other  25,707   23,691   20,213 
Total operating expenses  267,611   241,289   211,238 
Income before income taxes  172,834   162,992   115,014 
Income tax expense  105,013   62,336   43,436 
Net income $67,821  $100,656  $71,578 
             
Net income available to common shareholders $67,250  $100,635  $71,511 
             
Income per common share:            
Basic $.92  $1.40  $1.09 
Diluted  .92   1.40   1.09 
Weighted average common shares outstanding:            
Basic  73,247   71,910   65,488 
Diluted  73,259   71,915   65,492 

 2019 2018
ASSETS   
Cash and due from banks$125,844
 $126,083
Interest-bearing deposits in banks389,362
 201,182
Cash and cash equivalents515,206
 327,265
Debt securities available-for-sale2,274,581
 2,628,467
Debt securities held-to-maturity (fair value $287,904 and $268,803)283,533
 274,407
Loans held for sale, at fair value58,484
 18,935
Loans, net of unearned income8,812,553
 8,383,401
Less allowance for loan losses(62,089) (61,203)
Loans, net8,750,464
 8,322,198
Premises and equipment, net215,976
 206,140
Bank owned life insurance202,664
 192,616
Accrued interest receivable32,660
 35,413
Net deferred tax asset34,059
 64,224
Derivative financial instruments35,007
 24,705
Goodwill and other intangible assets, net342,247
 324,072
Other assets171,135
 154,750
Total assets$12,916,016
 $12,573,192
LIABILITIES AND SHAREHOLDERS’ EQUITY   
Liabilities:   
Deposits:   
Noninterest-bearing demand$3,477,979
 $3,210,220
Interest-bearing deposits7,419,265
 7,324,293
Total deposits10,897,244
 10,534,513
Federal Home Loan Bank advances
 160,000
Long-term debt212,664
 267,189
Derivative financial instruments15,516
 26,433
Accrued expenses and other liabilities154,900
 127,503
Total liabilities11,280,324
 11,115,638
    
Commitments and contingencies


 


    
Shareholders' equity:   
Common stock, $1 par value; 150,000,000 shares authorized;
    79,013,729 and 79,234,077 shares issued and outstanding
79,014
 79,234
Common stock issuable; 664,640 and 674,499 shares11,491
 10,744
Capital surplus1,496,641
 1,499,584
Retained earnings (accumulated deficit)40,152
 (90,419)
Accumulated other comprehensive income (loss)8,394
 (41,589)
Total shareholders’ equity1,635,692
 1,457,554
Total liabilities and shareholders’ equity$12,916,016
 $12,573,192

See accompanying notes to consolidated financial statements.

63


62



UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

For the Years Ended December 31, 2017, 20162019, 2018 and 2015

2017

(in thousands, except per share data)

  2017  2016  2015 
  Before-tax Amount  Tax (Expense) Benefit  Net of Tax Amount  Before-tax Amount  Tax (Expense) Benefit  Net of Tax Amount  Before-tax Amount  Tax (Expense) Benefit  Net of Tax Amount 
                            
Net income $172,834  $(105,013) $67,821  $162,992  $(62,336) $100,656  $115,014  $(43,436) $71,578 
Other comprehensive income (loss):                                    
Unrealized gains (losses) on available-for- sale securities:                                    
Unrealized holding gains (losses) arising during period  8   75   83   (3,609)  1,274   (2,335)  (10,779)  4,004   (6,775)
Reclassification adjustment for gains included in net income  (42)  14   (28)  (982)  371   (611)  (2,255)  862   (1,393)
Net unrealized gains (losses)  (34)  89   55   (4,591)  1,645   (2,946)  (13,034)  4,866   (8,168)
Amortization of losses included in net income on available-for-sale securities transferred to held to maturity  1,069   (401)  668   1,759   (662)  1,097   1,702   (638)  1,064 
Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges  891   (346)  545   1,891   (736)  1,155   1,936   (753)  1,183 
Reclassification of disproportionate tax effect related to terminated and current cash flow hedges  -   3,289   3,289   -   -   -   (471)  183   (288)
Net cash flow hedge activity  891   2,943   3,834   1,891   (736)  1,155   1,465   (570)  895 
Amendments to defined benefit pension plans  (700)  180   (520)  (454)  177   (277)  (1,353)  526   (827)
Net actuarial loss on defined benefit     pension plans  (1,819)  563   (1,256)  (952)  370   (582)  (125)  49   (76)
Amortization of prior service cost and  actuarial losses included in net periodic pension cost for defined benefit pension plans  798   (310)  488   855   (333)  522   736   (286)  450 
Net defined benefit pension plan activity  (1,721)  433   (1,288)  (551)  214   (337)  (742)  289   (453)
Total other comprehensive income (loss)  205   3,064   3,269   (1,492)  461   (1,031)  (10,609)  3,947   (6,662)
Comprehensive income $173,039  $(101,949) $71,090  $161,500  $(61,875) $99,625  $104,405  $(39,489) $64,916 

 2019 2018 2017
Interest revenue: 
  
  
Loans, including fees$476,039
 $420,383
 $315,050
Investment securities:     
Taxable69,920
 73,496
 70,172
Tax exempt4,564
 4,189
 2,216
Deposits in banks and short-term investments2,183
 2,012
 2,282
Total interest revenue552,706
 500,080
 389,720
Interest expense:     
Deposits66,856
 39,543
 17,062
Short-term borrowings838
 1,112
 352
Federal Home Loan Bank advances2,697
 6,345
 6,095
Long-term debt12,921
 14,330
 10,226
Total interest expense83,312
 61,330
 33,735
Net interest revenue469,394
 438,750
 355,985
Provision for credit losses13,150
 9,500
 3,800
Net interest revenue after provision for credit losses456,244
 429,250
 352,185
Noninterest income:     
Service charges and fees36,797
 35,997
 38,295
Mortgage loan gains and related fees27,145
 19,010
 18,320
Brokerage fees6,150
 5,191
 4,633
Gains from other loan sales, net6,867
 9,277
 10,493
Securities (losses) gains, net(1,021) (656) 42
Other28,775
 24,142
 16,477
Total noninterest income104,713
 92,961
 88,260
Total revenue560,957
 522,211
 440,445
Noninterest expenses:     
Salaries and employee benefits196,440
 181,015
 153,098
Occupancy23,350
 22,781
 20,344
Communications and equipment24,613
 21,277
 19,660
FDIC assessments and other regulatory charges4,901
 8,491
 6,534
Professional fees17,028
 15,540
 12,074
Lending and loan servicing expense9,416
 8,697
 7,512
Outside services - electronic banking7,020
 6,623
 6,487
Postage, printing and supplies6,370
 6,416
 5,952
Advertising and public relations6,170
 5,991
 4,242
Amortization of intangibles4,938
 6,846
 4,845
Merger-related and other charges6,907
 5,414
 13,901
Other15,092
 17,194
 12,962
Total noninterest expenses322,245
 306,285
 267,611
Income before income taxes238,712
 215,926
 172,834
Income tax expense52,991
 49,815
 105,013
Net income$185,721
 $166,111
 $67,821
      
Net income available to common shareholders$184,346
 $164,927
 $67,250
      
Income per common share:     
Basic$2.31
 $2.07
 $0.92
Diluted2.31
 2.07
 0.92
Weighted average common shares outstanding:     
Basic79,700
 79,662
 73,247
Diluted79,708
 79,671
 73,259
See accompanying notes to consolidated financial statements.

64


63



UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

AsStatements of Comprehensive Income (Loss)

For the Years Ended December 31, 20172019, 2018 and 2016

2017

(in thousands, except per share data)

Assets 
  2017  2016 
       
Cash and due from banks $129,108  $99,489 
Interest-bearing deposits in banks  185,167   117,859 
Cash and cash equivalents  314,275   217,348 
         
Securities available-for-sale  2,615,850   2,432,438 
Securities held-to-maturity (fair value $321,276 and $333,170)  321,094   329,843 
Loans held for sale (includes $26,252 and $27,891 at fair value)  32,734   29,878 
Loans, net of unearned income  7,735,572   6,920,636 
Less allowance for loan losses  (58,914)  (61,422)
Loans, net  7,676,658   6,859,214 
Premises and equipment, net  208,852   189,938 
Bank owned life insurance  188,970   143,543 
Accrued interest receivable  32,459   28,018 
Net deferred tax asset  88,049   154,336 
Derivative financial instruments  22,721   23,688 
Goodwill and other intangible assets  244,397   156,222 
Other assets  169,401   144,189 
         
Total assets $11,915,460  $10,708,655 
         
Liabilities and Shareholders’ Equity        
Liabilities:        
Deposits:        
Demand $3,087,797  $2,637,004 
NOW  2,131,939   1,989,763 
Money market  2,016,748   1,846,440 
Savings  651,742   549,713 
Time  1,548,460   1,287,142 
Brokered  371,011   327,496 
Total deposits  9,807,697   8,637,558 
         
Short-term borrowings  50,000   5,000 
Federal Home Loan Bank advances  504,651   709,209 
Long-term debt  120,545   175,078 
Derivative financial instruments  25,376   27,648 
Accrued expenses and other liabilities  103,857   78,427 
         
Total liabilities  10,612,126   9,632,920 
         
Commitments and contingencies        
         
Shareholders' equity:        
Common stock, $1 par value; 150,000,000 shares authorized; 77,579,561 and 70,899,114 shares issued and outstanding  77,580   70,899 
Common stock issuable; 607,869 and 519,874 shares  9,083   7,327 
Capital surplus  1,451,814   1,275,849 
Accumulated deficit  (209,902)  (251,857)
Accumulated other comprehensive loss  (25,241)  (26,483)
         
Total shareholders’ equity  1,303,334   1,075,735 
         
Total liabilities and shareholders’ equity $11,915,460  $10,708,655 

 2019 2018 2017
 Before-tax Amount Tax (Expense) Benefit Net of Tax Amount Before-tax Amount Tax (Expense) Benefit Net of Tax Amount Before-tax Amount Tax (Expense) Benefit Net of Tax Amount
Net income$238,712
 $(52,991) $185,721
 $215,926
 $(49,815) $166,111
 $172,834
 $(105,013) $67,821
Other comprehensive income (loss):                 
Unrealized gains (losses) on available-for- sale securities:                 
Unrealized holding gains (losses) arising during period64,749
 (15,696) 49,053
 (24,990) 6,081
 (18,909) 8
 75
 83
Reclassification adjustment for losses (gains) included in net income1,021
 (247) 774
 656
 (132) 524
 (42) 14
 (28)
Net unrealized gains (losses)65,770
 (15,943) 49,827
 (24,334) 5,949
 (18,385) (34) 89
 55
Amortization of losses included in net income on available-for-sale securities transferred to held to maturity383
 (92) 291
 739
 (180) 559
 1,069
 (401) 668
Amortization of losses included in net income on terminated derivative financial instruments previously accounted for as cash flow hedges337
 (86) 251
 499
 (129) 370
 891
 (346) 545
Reclassification of disproportionate tax effect related to terminated and current cash flow hedges
 
 
 
 
 
 
 3,289
 3,289
Net cash flow hedge activity337
 (86) 251
 499
 (129) 370
 891
 2,943
 3,834
Termination of defined benefit pension plan1,558
 (398) 1,160
 
 
 
 
 
 
Amendments to defined benefit pension plans(386) 99
 (287) (413) 105
 (308) (700) 180
 (520)
Net actuarial (loss) gain on defined benefit pension plans(2,390) 610
 (1,780) 1,015
 (259) 756
 (1,819) 563
 (1,256)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plans699
 (178) 521
 907
 (247) 660
 798
 (310) 488
Net defined benefit pension plan activity(519) 133
 (386) 1,509
 (401) 1,108
 (1,721) 433
 (1,288)
Total other comprehensive income (loss)65,971
 (15,988) 49,983
 (21,587) 5,239
 (16,348) 205
 3,064
 3,269
Comprehensive income$304,683
 $(68,979) $235,704
 $194,339
 $(44,576) $149,763
 $173,039
 $(101,949) $71,090
See accompanying notes to consolidated financial statements.

65



64



UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended December 31, 2017, 20162019, 2018 and 2015

2017

(in thousands except share data)

                 Retained  Accumulated    
  Series H     Non-Voting  Common     Earnings  Other    
  Preferred  Common  Common  Stock  Capital  (Accumulated  Comprehensive    
  Stock  Stock  Stock  Issuable  Surplus  Deficit)  (Loss) Income  Total 
Balance, December 31, 2014  -   50,178   10,081   5,168   1,080,508   (387,568)  (18,790)  739,577 
Net income                      71,578       71,578 
Other comprehensive income                          (6,662)  (6,662)
Common stock issued to Dividend Reinvestment Plan and employee benefit plans (17,129 common shares)      17           286           303 
Conversion of non-voting common stock to voting common stock (4,795,271 shares)      4,795   (4,795)                  - 
Common and preferred stock issued for acquisitions (11,058,515 common shares and 9,992 preferred shares)  9,992   11,059           203,092           224,143 
Amortization of stock options and restricted stock                  4,403           4,403 
Vesting of restricted stock awards, net of shares surrendered to cover payroll taxes (120,692 common shares issued, 110,935 common shares deferred)      121       1,509   (3,113)    ��     (1,483)
Deferred compensation plan, net, including dividend equivalents              372   -           372 
Shares issued from deferred compensation plan (28,265 shares)      28       (270)  242           - 
Common stock dividends ($.22 per share)                      (14,822)      (14,822)
Tax on option exercise and restricted stock vesting                  943           943 
Preferred stock dividends, Series H                      (67)      (67)
Balance, December 31, 2015  9,992   66,198   5,286   6,779   1,286,361   (330,879)  (25,452)  1,018,285 
Net income                      100,656       100,656 
Other comprehensive income                          (1,031)  (1,031)
Common stock issued to Dividend Reinvestment Plan and employee benefit plans (20,500 common shares)      20           346           366 
Conversion of non-voting common stock to voting common stock (5,285,516 shares)      5,286   (5,286)                  - 
Redemption of Series H preferred stock (9,992 shares)  (9,992)                          (9,992)
Purchases of common stock (764,000 shares)      (764)          (12,895)          (13,659)
Amortization of stock options and restricted stock                  4,496           4,496 
Vesting of restricted stock awards, net of shares surrendered to cover payroll taxes (96,722 common shares issued, 106,771 common shares deferred)      97       1,597   (2,883)          (1,189)
Deferred compensation plan, net, including dividend equivalents              385               385 
Shares issued from deferred compensation plan (61,899 shares)      62       (1,434)  1,372           - 
Common stock dividends ($.30 per share)                    (21,613)      (21,613)
Tax on option exercise and restricted stock vesting                  (948)          (948)
Preferred stock dividends, Series H                      (21)      (21)
Balance, December 31, 2016  -   70,899   -   7,327   1,275,849   (251,857)  (26,483)  1,075,735 
Net income                      67,821       67,821 
Other comprehensive income                          3,269   3,269 
Common stock issued to Dividend Reinvestment Plan and employee benefit plans (17,826 common shares)      18           432           450 
Common stock issued for acquisitions (6,515,505 common shares)      6,516           172,949           179,465 
Amortization of stock options and restricted stock                  5,827           5,827 
Vesting of restricted stock awards, net of shares surrendered to cover payroll taxes (114,837 common shares issued, 111,090 common shares deferred)      115       1,763   (3,472)          (1,594)
Deferred compensation plan, net, including dividend equivalents              361               361 
Shares issued from deferred compensation plan (32,279 shares)      32       (368)  229           (107)
Common stock dividends ($.38 per share)                      (28,330)      (28,330)
Reclassification of disproportionate tax effects resulting from the Tax Cuts and Jobs Act of 2017 pursuant to ASU 2018-02                      2,027   (2,027)  - 
Cumulative effect of change in accounting principle                      437       437 
Balance, December 31, 2017 $-  $77,580  $-  $9,083  $1,451,814  $(209,902) $(25,241) $1,303,334 

 
Common
Stock
 Common Stock Issuable 
Capital
Surplus
 Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive (Loss) Income Total
Balance, December 31, 2016$70,899
 $7,327
 $1,275,849
 $(251,857) $(26,483) $1,075,735
Net income      67,821
   67,821
Other comprehensive income        3,269
 3,269
Common stock issued to Dividend Reinvestment Plan and employee
    benefit plans (17,826 common shares)
18
   432
     450
Common stock issued for acquisitions (6,515,505 common shares)6,516
   172,949
     179,465
Amortization of stock options and restricted stock unit awards    5,827
     5,827
Vesting of restricted stock unit awards, net of shares withheld to cover
    payroll taxes (114,837 common shares issued, 111,090 common
    shares deferred)
115
 1,763
 (3,472)     (1,594)
Deferred compensation plan, net, including dividend equivalents  361
 

     361
Shares issued from deferred compensation plan (32,279 shares)32
 (368) 229
     (107)
Common stock dividends ($0.38 per share)      (28,330)   (28,330)
Reclassification of disproportionate tax effects resulting from the Tax
    Cuts and Jobs Act of 2017 pursuant to ASU 2018-02
      2,027
 (2,027) 
Cumulative effect of change in accounting principle      437
   437
Balance, December 31, 201777,580
 9,083
 1,451,814
 (209,902) (25,241) 1,303,334
Net income      166,111
   166,111
Other comprehensive loss        (16,348) (16,348)
Common stock issued to Dividend Reinvestment Plan and employee
     benefit plans (25,248 common shares)
25
   654
     679
Common stock issued for acquisitions (1,443,987 common shares)1,444
   44,302
     45,746
Amortization of stock options and restricted stock unit awards    6,057
     6,057
Exercise of stock options (12,000 shares)12
   130
     142
Vesting of restricted stock unit awards, net of shares withheld to cover
    payroll taxes (125,067 common shares issued, 99,779 common shares
    deferred)
125
 1,931
 (4,044)     (1,988)
Deferred compensation plan, net, including dividend equivalents  459
       459
Shares issued from deferred compensation plan (48,214 shares)48
 (729) 671
     (10)
Common stock dividends ($0.58 per share)      (46,628)   (46,628)
Balance, December 31, 201879,234
 10,744
 1,499,584
 (90,419) (41,589) 1,457,554
Net income      185,721
   185,721
Other comprehensive income        49,983
 49,983
Common stock issued to Dividend Reinvestment Plan and employee
    benefit plans (83,557 common shares)
83
   2,110
     2,193
Amortization of restricted stock unit awards    9,360
     9,360
Exercise of stock options (13,000 shares)13
   199
     212
Vesting of restricted stock unit awards, net of shares withheld to cover
    payroll taxes (109,100 common shares issued, 55,271 common shares
    deferred)
109
 1,476
 (3,027)     (1,442)
Deferred compensation plan, net, including dividend equivalents  525
       525
Shares issued from deferred compensation plan (74,490 shares)75
 (1,254) 935
     (244)
Common stock dividends ($0.68 per share)      (54,601)   (54,601)
Purchases of common stock (500,495 shares)(500)��  (12,520)     (13,020)
Adoption of new accounting standard      (549) 

 (549)
Balance, December 31, 2019$79,014
 $11,491
 $1,496,641
 $40,152
 $8,394
 $1,635,692

See accompanying notes to consolidated financial statements.

66


65



UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2017, 20162019, 2018 and 2015

2017

(in thousands)

  2017  2016  2015 
Operating activities:            
Net income $67,821  $100,656  $71,578 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation, amortization and accretion  27,494   29,974   22,652 
(Release of) provision for credit losses  3,800   (800)  3,700 
Stock based compensation  5,827   4,496   4,403 
Deferred income tax expense  99,562   59,727   38,296 
Securities gains, net  (42)  (982)  (2,255)
Losses on prepayment of borrowings  -   -   1,294 
Gains from sales of government guaranteed loans  (10,493)  (9,545)  (6,276)
Net losses (gains) on sales and write downs of other assets  1,983   (397)  5,306 
Net losses (gains) on sales and write downs of other real estate owned  791   (2)  (638)
Change in assets and liabilities:            
Increase in other assets and accrued interest receivable  (18,299)  (39,007)  (8,848)
Increase (decrease) in accrued expenses and other liabilities  24,280   1,299   (9,080)
Decrease (increase) in loans held for sale  5,238   (5,505)  (6,705)
Net cash provided by operating activities  207,962   139,914   113,427 
             
Investing activities:            
Investment securities held-to-maturity:            
Proceeds from maturities and calls  56,917   68,232   70,962 
Purchases  (36,638)  (24,021)  (20,000)
Investment securities available-for-sale:            
Proceeds from sales  340,540   199,864   353,860 
Proceeds from maturities and calls  605,889   392,575   284,435 
Purchases  (936,947)  (692,983)  (839,345)
Net increase in loans  (109,433)  (657,650)  (475,132)
Proceeds from sales of loans held for investment  -   -   190,111 
Net cash received for acquisitions  53,678   1,912   35,497 
Funds paid to FDIC under loss sharing agreements  -   -   (1,198)
Purchase of bank owned life insurance  (10,000)  (20,000)  - 
Purchases of premises and equipment  (22,183)  (17,375)  (10,532)
Proceeds from sales of premises and equipment  3,137   5,077   5,546 
Proceeds from sale of other real estate owned  9,534   12,043   5,352 
Net cash used in investing activities  (45,506)  (732,326)  (400,444)
             
Financing activities:            
Net increase in deposits  287,073   365,531   195,881 
Net increase (decrease) in short-term borrowings  43,859   (21,640)  (18,437)
Proceeds from Federal Home Loan Bank advances  4,000,000   9,780,000   2,075,000 
Repayment of Federal Home Loan Bank advances  (4,294,000)  (9,514,125)  (1,937,070)
Repayment of long-term debt  (75,000)  -   (48,521)
Proceeds from issuance of long-term debt  -   -   83,924 
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans  450   366   303 
Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock  (1,701)  (1,189)  (1,483)
Repurchase of common stock  -   (13,659)  - 
Retirement of preferred stock  -   (9,992)  - 
Cash dividends on common stock  (26,210)  (15,849)  (14,822)
Cash dividends on preferred stock  -   (46)  (50)
Net cash (used in) provided by financing activities  (65,529)  569,397   334,725 
             
Net change in cash and cash equivalents  96,927   (23,015)  47,708 
             
Cash and cash equivalents at beginning of year  217,348   240,363   192,655 
             
Cash and cash equivalents at end of year $314,275  $217,348  $240,363 
             
Supplemental disclosures of cash flow information:            
Cash paid during the period for:            
Interest $34,657  $32,141  $21,604 
Income taxes paid  6,514   3,948   4,203 

 2019 2018 2017
Operating activities: 
  
  
Net income$185,721
 $166,111
 $67,821
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation, amortization and accretion23,952
 30,971
 27,494
Provision for credit losses13,150
 9,500
 3,800
Stock based compensation9,360
 6,057
 5,827
Deferred income tax expense14,909
 32,630
 99,562
Securities losses (gains), net1,021
 656
 (42)
Gains from other loan sales, net(6,867) (9,277) (10,493)
Changes in assets and liabilities:     
(Increase) decrease in other assets and accrued interest receivable(45,789) 13,195
 (15,525)
(Decrease) increase in accrued expenses and other liabilities(1,975) 3,772
 24,280
(Increase) decrease in loans held for sale(39,549) 16,391
 5,238
Net cash provided by operating activities153,933
 270,006
 207,962
      
Investing activities:     
Debt securities held-to-maturity:     
Proceeds from maturities and calls50,379
 58,605
 56,917
Purchases(59,629) (11,983) (36,638)
Debt securities available-for-sale and equity securities with readily determinable fair values:     
Proceeds from sales352,106
 168,891
 340,540
Proceeds from maturities and calls349,758
 346,505
 605,889
Purchases(294,245) (566,333) (936,947)
Net increase in loans(205,612) (291,890) (109,433)
Net cash (paid) received for acquisitions(19,545) (56,800) 53,678
Purchase of bank owned life insurance
 
 (10,000)
Purchases of premises and equipment(20,944) (17,617) (22,183)
Proceeds from sales of premises and equipment6,595
 6,483
 3,137
Proceeds from sale of other real estate owned2,439
 4,664
 9,534
Other investing activities1,916
 
 
Net cash provided by (used in) investing activities163,218
 (359,475) (45,506)
      
Financing activities:     
Net increase in deposits151,401
 727,839
 287,073
Net (decrease) increase in short-term borrowings
 (264,923) 43,859
Proceeds from Federal Home Loan Bank advances1,625,000
 2,860,000
 4,000,000
Repayment of Federal Home Loan Bank advances(1,785,000) (3,204,003) (4,294,000)
Repayment of long-term debt(55,266) (71,831) (75,000)
Proceeds from issuance of long-term debt, net of issuance costs
 98,188
 
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans2,193
 679
 450
Proceeds from exercise of stock options212
 142
 
Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock units(1,686) (1,998) (1,701)
Repurchase of common stock(13,020) 
 
Cash dividends on common stock(53,044) (41,634) (26,210)
Net cash (used in) provided by financing activities(129,210) 102,459
 (65,529)
      
Net change in cash and cash equivalents, including restricted cash187,941
 12,990
 96,927
Cash and cash equivalents, including restricted cash, at beginning of year327,265
 314,275
 217,348
Cash and cash equivalents, including restricted cash, at end of year$515,206
 $327,265
 $314,275
      
Supplemental disclosures of cash flow information:     
Cash paid during the period for:     
Interest$85,973
 $56,830
 $34,657
Income taxes paid33,776
 7,880
 6,514

See accompanying notes to consolidated financial statements.

67


66



UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements


(1)Summary of Significant Accounting Policies


The accounting principles followed by United Community Banks, Inc. (“United”) and its subsidiaries (collectively referred to herein as “United”) and the methods of applying these principles conform with accounting principles generally accepted in the United States of America (“GAAP”) and with general practices within the banking industry. The following is a description of the significant policies.

Organization and Basis of Presentation

United Community Banks, Inc. (the “Holding Company”) is a bank holding company subject to the regulation of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) whose principal business is conducted by its wholly-owned commercial bank subsidiary, United Community Bank (the “Bank”). United is subject to regulation under the Bank Holding Company Act of 1956. The consolidated financial statements include the accounts of United,the Holding Company, the Bank and other wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Bank is a Georgia state chartered commercial bank that serves both rural and metropolitan markets in Georgia, NorthSouth Carolina, SouthNorth Carolina and Tennessee and provides a full range of banking services. The Bank is insured and subject to the regulation of the Federal Deposit Insurance Corporation (“FDIC”) and is also subject to the regulation of the Georgia Department of Banking and Finance.

Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the balance sheet and revenue and expenses for the years then ended. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change are the determination of the allowance for loan losses, the valuation of acquired loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of goodwill and separately identifiable intangible assets associated with mergers and acquisitions, and the valuation of deferred tax assets.

Operating Segments

Operating segments are components of a business about which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. Public companies are required to report certain financial information about operating segments in interim and annual financial statements. United’s community banking operations are divided among geographic regions and local community banks within those regions. Those regions and banks have similar economic characteristics and are therefore considered to be one1 operating segment.

Additionally, management assessed other operating units to determine if they should be classified and reported as segments. They includesegments, including Mortgage, Advisory Services and Commercial Banking Solutions. Each was assessed for separate reporting on both a qualitative and a quantitative basis in accordance with Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification Topic 280 Segment Reporting (“ASC 280”). Qualitatively, these business units are currently operating in the same geographic footprint as the community banks and face many of the same customers as the community banks. While the chief operating decision maker does have some limited production information for these entities, that information is not complete since it does not include a full allocation of revenue, costs and capital from key corporate functions.The business units are currently viewed more as a product line extension of the community banks. However, management will continue to evaluate these business units for separate reporting as facts and circumstances change. On a quantitative basis, ASC 280 provides a threshold of 10% of Revenue, Net Income or Assets where a breach of any of these thresholds would trigger segment reporting. Under this requirement none of the entities reached the threshold.

Based on this analysis, United concluded that it has one1 operating and reportable segment.

Accounting for Variable Interest Entities
The consolidated financial statements also include the results of a bankruptcy-remote securitization entity, Navitas Equipment Receivables LLC 2016-1 (“NER 16-1”), acquired with NLFC Holdings Corp. (“Navitas”). NER 16-1 was formed solely to receive loans transferred from Navitas to be used as collateral for a term note securitization. Navitas is the primary beneficiary of NER 16-1. As a result, while the transfer of the loans meets the criteria of a sale, NER 16-1 is consolidated on United’s books and therefore the transfer is accounted for as a secured borrowing. NER 16-1 differs from other entities included in United’s consolidated statements because the assets it holds are legally isolated. At December 31, 2018, NER 16-1 had total assets of $65.5 million and total liabilities of $55.3 million. During 2019, NER 16-1 executed a payoff and termination of the remaining notes outstanding in accordance with the terms of the related securitization documents.


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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(1)Summary of Significant Accounting Policies, continued

Cash and Cash Equivalents

Cash equivalents include amounts due from banks, interest-bearing deposits in banks, federal funds sold, commercial paper, reverse repurchase agreements and short-term investments and are carried at cost. Federal funds are generally sold for one-day periods, interest-bearing deposits in banks are available on demand and commercial paper investments and reverse repurchase agreements mature within a period of less than 90 days. A portion of the cash on hand and on deposit with the Federal Reserve Bank of Atlanta was required to meet regulatory reserve requirements.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes

The terms of securitizations acquired with Navitas require various restricted cash accounts. These cash accounts were funded from either a portion of the proceeds from the issuance of notes or from the collections on leases and loans that were conveyed in the securitization. These restricted cash accounts provide additional collateral to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued

the note holders under specific provisions of the securitizations which govern when funds in these accounts may be released as well as conditions under which collections on contracts transferred to the securitizations may be used to fund deposits into the restricted cash accounts. At December 31, 2018, these restricted cash accounts totaled $6.70 million and were included in interest-bearing deposits in banks on the consolidated balance sheet. There were 0 restricted cash accounts related to securitizations at December 31, 2019.


Investment Securities

United classifies its debt securities in one of three categories: trading, held-to-maturity or available-for-sale. United does not currently hold any trading securities that are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities are those securities for which United has the ability and intent to hold until maturity. All other securities are classified as available-for-sale.

Held-to-maturity securities are recorded at cost, adjusted for the amortization or accretion of premiums or discounts. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are reported in other comprehensive income as a separate component of shareholders’ equity until realized. Transfers of securities between categories are recorded at fair value at the date of transfer. Unrealized holding gains or losses associated with transfers of securities from available-for-sale to held-to-maturity are included in the balance of accumulated other comprehensive income in the consolidated balance sheets. These unrealized holding gains or losses are amortized into income over the remaining life of the security as an adjustment to the yield in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security.

Management evaluates investment securities for other than temporary impairment on a quarterly basis. A decline in the fair value of available-for-sale and held-to-maturity securities below cost that is deemed other than temporary is charged to earnings for a decline in value deemed to be credit related. The decline in value attributed to non creditnon-credit related factors is recognized in other comprehensive income and a new cost basis for the security is established. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to the yield. Realized gains and losses for securities classified as available-for-sale and held-to-maturity are included in net income and derived using the specific identification method for determining the cost of the securities sold.

In addition to our investments in debt and marketable equity


Equity securities we hold equity investments in other entities that are included in other assets inon the consolidated balance sheets. These investmentsThose with readily determinable fair values are carried at fair value with changes in fair value recognized in net income. Those without readily determinable fair values include, among others, Federal Home Loan Bank (“FHLB”) stock held to meet FHLB requirements related to outstanding advances and Community Reinvestment Act (“CRA”) equity investments, including those where the returns are primarily derived from low income housing tax credits (“LIHTC”). These investments are not publicly traded and do not have a readily determinable fair values. Our investment in FHLB stock, which totaled $11.5 million at December 31, 2019, is accounted for using the cost method of accounting. Our LIHTC investments are accounted for using the proportional amortization method of accounting for qualified affordable housing investments which results in the amortization being reported as a component of income tax expense. Our obligations related to unfunded commitments for our LIHTC investments are reported in other liabilities. Our other CRA investments are accounted for using the equity method of accounting. As conditions warrant, we review our investments for impairment and will adjust the carrying value of the investment if it is deemed to be impaired.

Loans Held for Sale

Beginning in the third quarter of 2016,

United has elected the fair value option for most of its newly originated mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the fair value of derivative instruments used to economically hedge them. Mortgage loans held for sale which were originated prior

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to third quarter 2016Consolidated Financial Statements
(1)Summary of Significant Accounting Policies, continued

Loans and certain loans originated after that time are carried at the lower of aggregate cost or fair value. For those loans, the amount by which cost exceeds fair value is accounted for as a valuation allowance. Changes in the valuation allowance are included in the determination of net income for the period in which the change occurs. No valuation allowances were required at December 31, 2017 or 2016 since those loans have fair values that exceeded the recorded cost basis. Also included in loans held for sale at December 31, 2017 were $4.61 million in loans received through the acquisition of Four Oaks FinCorp, Inc. that United intends to sell. Those loans are carried on the balance sheet at the lower of cost or fair value.

Loans

Leases

With the exception of purchased loans that are recorded at fair value on the date of acquisition, loans are stated at principal amount outstanding, net of any unearned revenue and net of any deferred loan fees and costs. Interest on loans is primarily calculated by using the simple interest method on daily balances of the principal amount outstanding.

Equipment Financing Lease Receivables: Equipment financing lease receivables, which are classified as sales-type or direct financing leases, are recorded as the sum of the future minimum lease payments, initial deferred costs and estimated or contractual residual values less unearned income and security deposits. The determination of residual value is derived from a variety of sources including equipment valuation services, appraisals, and publicly available market data on recent sales transactions on similar equipment. The length of time until contract termination, the cyclical nature of equipment values and the limited marketplace for re-sale of certain leased assets are important variables considered in making this determination. Interest income, which is included in loan interest revenue in the consolidated statements of income, is recognized as earned using the effective interest method. Direct fees and costs associated with the origination of leases are deferred and included as a component of equipment financing receivables. Net deferred fees or costs are recognized as an adjustment to interest income over the contractual life of the lease using the effective interest method. These lease agreements may include options to renew and for the lessee to purchase the leased equipment at the end of the lease term. United excludes sales taxes from consideration in these lease contracts.

Purchased Loans With Evidence of Credit Deterioration: United from time to time purchases loans, primarily through business combination transactions. Some of those purchased loans show evidence of credit deterioration since origination and are accounted for pursuant to ASCAccounting Standards Codification (“ASC”) Topic 310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality. These purchased credit impaired (“PCI”) loans are recorded at their estimated fair value at date of purchase. After acquisition, further losses evidenced by decreases in expected cash flows are recognized by an increase in the allowance for loan losses.

PCI loans are aggregated into pools of loans based on common risk characteristics such as the type of loan, payment status, or collateral type. United estimates the amount and timing of expected cash flows for each purchased loan pool and the expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the pool (accretable yield). The excess of the pool’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over the life of the loan pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest revenue.

69

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued

Loans, continued

Nonaccrual Loans:The The accrual of interest is discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is charged against interest revenue on loans. Interest payments are applied to reduce the principal balance on nonaccrual loans. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance and future payments are reasonably assured. Nonaccrual loans include smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.Contractually delinquent PCI loans are not classified as nonaccrual as long as the related discount continues to be accreted.

Impaired Loans: With the exception of PCI loans, a loan is considered impaired when, based on current events and circumstances, it is probable that all amounts due, according to the contractual terms of the loan, will not be collected. Individually impaired loans are measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, at the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. Interest revenue on impaired loans is discontinued when the loans meet the criteria for nonaccrual status. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not considered impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.


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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(1)Summary of Significant Accounting Policies, continued

PCI loans are considered to be impaired when it is probable that United will be unable to collect all the cash flows expected at acquisition, plus additional cash flows expected to be collected arising from changes in estimates after acquisition. Loans that are accounted for in pools are evaluated collectively for impairment on a pool by pool basis based on expected pool cash flows. Discounts continue to be accreted as long as there are expected future cash flows in excess of the current carrying amount of the specifically-reviewed loan or pool.


Concentration of Credit Risk: Most of United’s business activity is with customers located within the markets where it has banking operations. Therefore, United’s exposure to credit risk is significantly affected by changes in the economy within its markets. Nearly 80%Approximately 76% of United’s loan portfolio is secured by real estate and is therefore susceptible to changes in real estate valuations.

Allowance for Credit Losses

The allowance for credit losses includes the allowance for loan losses and the allowance for unfunded commitments included in other liabilities. Increases to the allowance for loan losses and allowance for unfunded commitments are established through a provision for credit losses charged to income. Loans are charged down against the allowance for loan losses when available information confirms that the collectability of the principal is unlikely. The allowance for loan losses represents an amount, which, in management’s judgment, is adequate to absorb probable losses on existing loans as of the date of the balance sheet. The allowance for unfunded commitments represents expected losses on unfunded commitments and is reported in the consolidated balance sheets in other liabilities.

The allowance for loan losses is composed of general reserves, specific reserves, and PCI reserves. General reserves are determined by applying loss percentages to the individual loan categories that are based on actual historical loss experience. Additionally, the general economic and business conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio, the findings of internal and external credit reviews and results from external bank regulatory examinations are considered in this evaluation. The need for specific reserves is evaluated on nonaccrual loan relationships greater than $500,000 and all troubled debt restructurings (“TDRs”). The specific reserves are determined on a loan-by-loan basis based on management’s evaluation of United’s exposure for each credit, given the current payment status of the loan and the value of any underlying collateral. Loans for which specific reserves are provided are excluded from the calculation of general reserves.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued

Allowance for Credit Losses, continued

For PCI loans, a valuation allowance is established when it is probable that the Company will be unable to collect all the cash flows expected at acquisition plus additional cash flows expected to be collected arising from changes in estimate after acquisition.

The allocation of the allowance for loan losses is based on historical data, subjective judgment and estimates and, therefore, is not necessarily indicative of the specific amounts or loan categories in which charge-offs may ultimately occur.

For purposes of determining general reserves, United segments the loan portfolio into broad categories with similar risk elements. Those categories and their specific risks are described below.

Owner occupied commercial real estate –Loans in this category are susceptible to declined in occupancy rates, business failure and general economic conditions are common risks for this segment of the loan portfolio.

conditions.

Income producing commercial real estate –Common risks for this loan category are declines in general economic conditions, declines in real estate value, declines in occupancy rates, and lack of suitable alternative use for the property.

Commercial & industrial – Risks to this loan category include customer or industry concentrations and the inability to monitor the condition of the collateral which often consists of inventory, accounts receivable and other non realnon-real estate assets. Equipment and inventory obsolescence can also pose a risk. Declines in general economic conditions and other events can cause cash flows to fall to levels insufficient to service debt.

Commercial construction – Risks common to commercial construction loans are cost overruns, changes in market demand for property, inadequate long-term financing arrangements and declines in real estate values.

Equipment financing - Risks associated with equipment financing are similar to those described for commercial and industrial loans, including general economic conditions, as well as appropriate lien priority on equipment, equipment obsolescence and the general mobility of the collateral.


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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(1)Summary of Significant Accounting Policies, continued

Residential mortgage – Residential mortgage loans are susceptible to weakening general economic conditions and increases in unemployment rates and declining real estate values.

Home equity lines of credit –Risks common to home equity lines of credit are general economic conditions, including an increase in unemployment rates, and declining real estate values which reduce or eliminate the borrower’s home equity.

Residential construction – Residential construction loans are susceptible to the same risks as commercial constructionresidential mortgage loans. Changes in market demand for property leads to longer marketing times resulting in higher carrying costs, declining values, and higher interest rates.

Consumer direct – Risks common to consumer direct loans include regulatory risks, unemployment and changes in local economic conditions as well as the inability to monitor collateral consisting of personal property.

Indirect auto -Risks common to indirect auto loans include unemployment and changes in local economic conditions as well as the inability to monitor collateral.

During 2019, United sold its portfolio of indirect auto loans.

Management outsources a significant portion of its loan review to ensure objectivity in the loan review process and to challenge and corroborate the loan grading system. The loan review function provides additional analysis used in determining the adequacy of the allowance for loan losses. To supplement the outsourced loan review, management also has an internal loan review department that is independent of the lending function.

Management believes the allowance for loan losses is appropriate at December 31, 2017.2019. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review United’s allowance for loan losses.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily using the straight-linestraight line method over the estimated useful lives of the related assets. Costs incurred for maintenance and repairs are expensed as incurred. The range of estimated useful lives for buildings and improvements is 10 to 40 years, for land improvements, 10 years, and for furniture and equipment, 3 to 10 years. United periodically reviews the carrying value of premises and equipment for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued

Foreclosed Properties (Other Real Estate Owned, or “OREO”)

Foreclosed property is initially recorded at fair value, less cost to sell. If the fair value, less cost to sell at the time of foreclosure is less than the loan balance, the deficiency is recorded as a loan charge-off against the allowance for loan losses. If the fair value, less cost to sell, of the foreclosed property decreases during the holding period, a valuation allowance is established with a charge to operating expenses. When the foreclosed property is sold, a gain or loss is recognized on the sale for the difference between the sales proceeds and the carrying amount of the property. Financed sales of foreclosed property are accounted for in accordance with Accounting Standards Codification Topic 360, Subtopic 20,Real Estate Sales (“ASC 360-20”).

Goodwill and Other Intangible Assets

Goodwill is an asset representing the future economic benefits from other assets acquired that are not individually identified and separately recognized. Goodwill is measured as the excess of the consideration transferred, net of the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill is not amortized, but instead is tested for impairment annually or more frequently if events or circumstances exist that indicate a goodwill impairment test should be performed.

Other intangible assets, which are initially recorded at fair value, consist of core deposit intangible assets and noncompete agreements resulting from acquisitions. Core deposit intangible assets are amortized on a sum-of-the-years-digits basis over their estimated useful lives. Noncompete agreements, arewhich were fully amortized at December 31, 2019, were amortized on a straight line basis over their estimated useful lives.

Management evaluates other intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable

recoverable.


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Notes to Consolidated Financial Statements
(1)Summary of Significant Accounting Policies, continued

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from United, the transferee obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets and United does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity.

Servicing Rights

United records a separate servicing asset for Small Business Administration (“SBA”) loans, United States Department of Agriculture (“USDA”) loans, and residential mortgage loans when the loan is sold but servicing is retained. This asset represents the right to service the loans and receive a fee in compensation. Servicing assets are initially recorded at their fair value as a component of the sale proceeds. The fair value of the servicing assets is based on an analysis of discounted cash flows that incorporates estimates of (1) market servicing costs, (2) market-based prepayment rates, and (3) market profit margins. Servicing assets are included in other assets.

United has elected to subsequently measure the servicing assets for government guaranteed loans at fair value. There is no aggregation of the loans into pools for the valuation of the servicing asset, but rather the servicing asset value is measured at a loan level.

Effective January 1, 2017, management elected to begin measuring residential mortgage servicing rights at fair value. The cumulative effect adjustment of this election to retained earnings, net of income tax effect, was $437,000. Prior to 2017, impairment valuations were based on projections using a discounted cash flow method that included assumptions regarding prepayments, interest rates, servicing costs and other factors. Impairment was measured on a disaggregated basis for each stratum of the servicing rights, which was segregated based on predominant risk characteristics including interest rate and loan type. Subsequent increases in value were recognized to the extent of previously recorded impairment for each stratum.

The rate of prepayment of loans serviced is the most significant estimate involved in the measurement process. Estimates of prepayment rates are based on market expectations of future prepayment rates, industry trends, and other considerations. Actual prepayment rates will differ from those projected by management due to changes in a variety of economic factors, including prevailing interest rates and the availability of alternative financing sources to borrowers. If actual prepayments of the loans being serviced were to occur more quickly than projected, the carrying value of servicing assets might have to be written down through a charge to earnings in the current period. If actual prepayments of the loans being serviced were to occur more slowly than had been projected, the carrying value of servicing assets could increase, and servicing income would exceed previously projected amounts.

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Notes to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued

United accounts for the servicing liabilities associated with sold equipment financing loans using the amortization method.
Bank Owned Life Insurance

United has purchased life insurance policies on certain key executives and members of management. United has also received life insurance policies on members of acquired bank management teams through acquisitions of other banks. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other changes or other amounts due that are probable at settlement.


Operating Leases
Effective January 1, 2019, United records a right-of-use asset, included in other assets, and a related lease liability, included in other liabilities, for eligible operating leases for which it is the lessee, which include leases for land, buildings, and equipment. Payments related to these leases consist primarily of base rent and, in the case of building leases, additional operating costs associated with the leased property such as common area maintenance and utilities. In most cases these operating costs vary over the term of the lease, and therefore are classified as variable lease costs, which are recognized as incurred in the consolidated statement of income. In addition, certain operating leases include costs such as property taxes and insurance, which are recognized as incurred in the consolidated statement of income. Many of United’s operating leases contain renewal options, most of which are excluded from the measurement of the right-of-use asset and lease liability as they are not reasonably certain to be exercised. United also subleases and leases certain real estate properties to third parties under operating leases. United does not recognize a lease liability or right-of-use asset on the consolidated balance sheet related to short-term leases with a term of less than one year. Lease payments for short-term leases are recognized as expense over the lease term.

See Note 14 for additional information on operating leases. See Note 2 for further detail related to the adoption of ASU No. 2016-02, Leases (Topic 842).

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Notes to Consolidated Financial Statements
(1)Summary of Significant Accounting Policies, continued

Loan Commitments and Related Financial Instruments

Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.


Revenue from Contracts with Customers
In addition to lending and related activities, United offers various services to customers that generate revenue, certain of which are governed by ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”). United’s services that fall within the scope of ASC 606 are presented within noninterest income and include service charges and fees, brokerage fees, and other transaction-based fees. Revenue is recognized when the transactions occur or as services are performed over primarily monthly or quarterly periods. Payment is typically received in the period the transactions occur. Fees may be fixed or, where applicable, based on a percentage of transaction size.

Income Taxes

Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income taxes during the period that includes the enactment date.

In the event the future tax consequences of differences between the financial reporting bases and the tax bases of assets and liabilities results in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable earnings and prudent and feasible tax planning strategies. Management weighs both the positive and negative evidence, giving more weight to evidence that can be objectively verified.

The income tax benefit or expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

United recognizes interest and / or penalties related to income tax matters in income tax expense.

Derivative Instruments and Hedging Activities

United’s interest rate risk management strategy incorporates the use of derivative instruments to minimize fluctuations in net income that are caused by interest rate volatility. The objective is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities so that net interest revenue is not, on a material basis, adversely affected by movements in interest rates. United views this strategy as a prudent management of interest rate risk, such that net income is not exposed to undue risk presented by changes in interest rates.

In carrying out this part of its interest rate risk management strategy, management uses derivatives, primarily interest rate swaps. Interest rate swaps generally involve the exchange of fixed- and variable-rate interest payments between two parties, based on a common notional principal amount and maturity date. In addition, United useshas also occasionally used interest rate caps to serve as an economic macro hedge of exposure to rising interest rates.

In addition, United originates certain residential mortgage loans with the intention of selling these loans. Between the time United enters into an interest-rate lock commitment to originate a residential mortgage loan that is to be held for sale and the time the loan is funded and eventually sold, the Company is subject to the risk of variability in market prices. United also enters into forward sale agreements to mitigate risk and to protect the expected gain on the eventual loan sale. Most of this activity is on a matched basis, with a loan sale commitment hedging a specific loan. The commitments to originate residential mortgage loans and forward loan sales commitments are freestanding derivative instruments.

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Notes to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued

Derivative Instruments and Hedging Activities, continued



To accommodate customers, United enters into interest rate swaps or caps with certain commercial loan customers, with offsetting positions to dealers under a back-to-back swap/cap program. In addition, United occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. This allows customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Credit risk participation agreements arise when United contracts with other financial institutions, as a guarantor, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. These transactions are typically executed in conjunction with a participation in a loan with the same customer. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of the credit risk participation.


United classifies its derivative financial instruments as either (1) a hedge of an exposure to changes in the fair value of a recorded asset or liability (“fair value hedge”), (2) a hedge of an exposure to changes in the cash flows of a recognized asset, liability or forecasted transaction (“cash flow hedge”), or (3) derivatives not designated as accounting hedges. Changes in the fair value of derivatives not designated as hedges are recognized in current period earnings. United has master netting agreements with the derivatives dealers with which it does business, but reflects gross assets and liabilities on the consolidated balance sheets.

United currently uses the “long-haul method” to assess hedge effectiveness. Management documents, both at inception and over the life of the hedge, at least quarterly, its analysis of actual and expected hedge effectiveness. This analysis includes techniques such as regression analysis and hypothetical derivatives to demonstrate that the hedge has been, and is expected to be, highly effective in offsetting corresponding changes in the fair value or cash flows of the hedged item. For a qualifying fair value hedge, changes in the value of derivatives that have been highly effective as hedges are recognized in current period earnings along with the corresponding changes in the fair value of the designated hedged item attributable to the risk being hedged. For a qualifying cash flow hedge, the portion of changes in the fair value of the derivatives that have been highly effective are recognized in other comprehensive income until the related cash flows from the hedged item are recognized in earnings.

For fair value hedges and cash flow hedges, ineffectiveness is recognized in the same income statement line as interest accruals on the hedged item to the extent that changes in the value of the derivative instruments do not perfectly offset changes in the value of the hedged items. If the hedge ceases to be highly effective, United discontinues hedge accounting and recognizes the changes in fair value in current period earnings. If a derivative that qualifies as a fair value or cash flow hedge is terminated or the designation removed, the realized or then unrealized gain or loss is recognized into income over the life of the hedged item (fair value hedge) or over the time when the hedged item was forecasted to impact earnings (cash flow hedge). Immediate recognition in earnings is required upon sale or extinguishment of the hedged item (fair value hedge) or if it is probable that the hedged cash flows will not occur (cash flow hedge).

By using derivative instruments, United is exposed to credit and market risk. If the counterparty fails to perform, credit risk is represented by the fair value gain in a derivative. When the fair value of a derivative contract is positive, this situation generally indicates that the counterparty is obligated to pay United, and, therefore, creates a repayment risk for United. When the fair value of a derivative contract is negative, United is obligated to pay the counterparty and, therefore, has no repayment risk. United minimizes the credit risk in non-customer derivative instruments by entering into transactions with high-quality counterparties that are reviewed periodically by management. United also requires thenon-customer counterparties to pledge cash as collateral to cover the net exposure. As a result of the Dodd-Frank Act, allAll newly eligible non-customer derivatives entered into are cleared through a central clearinghouse, which reduces counterparty exposure.

Derivative activities are monitored by the Asset/Liability Management Committee (“ALCO”) as part its oversight of asset/liability and treasury functions. ALCO is responsible for implementing various hedging strategies that are developed through its analysis of data from financial simulation models and other internal and industry sources. The resulting hedging strategies are then incorporated into the overall interest-rate risk management process.

United recognizes thefair value of derivatives as assets or liabilities in the financial statements. The accounting for the changes in the fair value of a derivative depends on the intended use of the derivative instrument at inception. The change in fair value of instruments used as fair value hedges is accounted for in the net income of the period simultaneous with accounting for the fair value change of the item being hedged. The change in fair value of the effective portion of cash flow hedges is accounted for in other comprehensive income rather than net income. Changes in fair value of derivative instruments that are not designated as a hedge are accounted for in the net income of the period of the change.

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Notes to Consolidated Financial Statements

(1)Summary of Significant Accounting Policies, continued



Acquisition Activities

United accounts for business combinations under the acquisition method of accounting. Assets acquired and liabilities assumed are measured and recorded at fair value at the date of acquisition, including identifiable intangible assets. If the fair value of net assets purchased exceeds the fair value of consideration paid, a bargain purchase gain is recognized at the date of acquisition. Conversely, if the consideration paid exceeds the fair value of the net assets acquired, goodwill is recognized at the acquisition date. Fair values are subject to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available. The determination of the fair value of loans acquired takes into account credit quality deterioration and probability of loss; therefore, the related allowance for loan losses is not carried forward.


All identifiable intangible assets that are acquired in a business combination are recognized at fair value on the acquisition date. Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented, or exchanged separately from the entity). Deposit liabilities and the related depositor relationship intangible assets may be exchanged in observable exchange transactions. As a result, the depositor relationship intangible asset is considered identifiable, because the separability criterion has been met.

Earnings Per Common Share

Basic earnings per common share is net income available to common shareholders divided by the weighted average number of shares of common stock outstanding during the period. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation. Additionally, shares issuable to participants in United’s deferred compensation plan are considered to be participating securities for purposes of calculating basic earnings per share. Accordingly, net income available to common shareholders is calculated pursuant to the two-class method, whereby net income is allocated between common shareholders and participating securities. Diluted earnings per common share includes the dilutive effect of additional potential shares of common stock issuable under stock options, unvested restricted stock units without nonforfeitable rights to dividends, warrants and securities convertible into common stock.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

Dividend Restrictions

Banking regulations require maintaining certain capital levels and may limit dividends paid by the Bank to Unitedthe Holding Company or by Unitedthe Holding Company to shareholders. Specifically,The board of directors may declare dividends from the Bank to the Holding Company out of retained earnings of up to fifty percent of the Bank’s net income from the previous year without notifying or seeking approval from the Georgia Department of Banking and Finance as long as total classified assets do not exceed 80% of tier 1 capital and the tier 1 risk based capital ratio is not less than 6%. Dividends paid by the Bank to Unitedthe Holding Company in excess of that amount require pre-approval of the Georgia Department of Banking and Finance and the FDIC while the Bank has an accumulated deficit (negative retained earnings).

Finance.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions as more fully disclosed in Note 24. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Stock-Based Compensation

United uses the fair value method of recognizing expense for stock-based compensation based on the fair value of option and restricted stock unit awards at the date of grant. United accounts for forfeitures as they occur.

Reclassifications

Certain amounts have been reclassified to conform to the 20172019 presentation.

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Notes to Consolidated Financial Statements

(2)Accounting Standards Updates and Recently Adopted Standards


(2) Accounting Standards Updates

and Recently Adopted Standards


Accounting Standards Updates

In May 2014,June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers.  This ASU provides guidance on the recognition of revenue from contracts with customers.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  This guidance is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and will be applied retrospectively either to each prior reporting period or with a cumulative effect recognized at the date of initial application. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, the new revenue recognition guidance will not have a material impact on the consolidated financial statements. United expects to use the modified retrospective approach to adopting this guidance.

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842). This update requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. For public entities, this update is effective for fiscal years beginning after December 15, 2018, with modified retrospective application to prior periods presented. Upon adoption, United expects to report higher assets and liabilities as a result of including leases on the consolidated balance sheet. At December 31, 2017, future minimum lease payments amounted to $27.1 million. United does not expect the new guidance to have a material impact on the consolidated statements of income or the consolidated statements of shareholders’ equity.

In June 2016, the FASB issued ASU No. 2016-13,Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance, which was further modified by subsequent related updates, replaces the incurred loss impairment methodologyframework in current GAAP with ana current expected credit loss methodology(“CECL”) framework, which requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and requires consideration of a broader range of informationreasonable and supportable forecasts and generally applies to determinefinancial assets measured at amortized cost and some off-balance sheet credit loss estimates.exposures. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit impaireddeteriorated (“PCD”) loans will receive an initial allowance account at the acquisition date that represents a componentan adjustment to the amortized cost basis of the purchase price allocation.loan, with no impact to earnings. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses prospectively, with such allowance limited to the amount by which fair value is below amortized cost. Application


United adopted ASC 326 as of January 1, 2020 using the modified retrospective method for loans, leases and off-balance sheet credit exposures. Adoption of this update will primarily beguidance resulted in an $8.75 million increase in the allowance for credit losses, comprised of increases in the allowance for loan losses of $6.88 million and the reserve for unfunded commitments of $1.87 million, with $3.59 million of the increase reclassified from the amortized cost basis of PCD financial assets that were previously classified as PCI. The cumulative effect adjustment to retained earnings was $3.53 million, net of tax. Calculated credit losses on a modified retrospective approach, although the guidance forheld-to-maturity debt securities were not material and there was no impact to the available-for-sale portfolio or other financial instruments. The allowance for which an other-than-temporary impairmentloan losses for the majority of loans and leases was calculated using a discounted cash flow methodology applied to 14 portfolios with a one-year reasonable and supportable forecast period and a two-year straight-line reversion period. The increase in the allowance for loan losses at transition was primarily due to the equipment financing and residential mortgage portfolios. In connection with the adoption, management has been recognized beforeimplemented changes to relevant systems, processes and controls where necessary. Model validation was completed during the effective datefourth quarter of 2019. In addition, management is in the final stages of implementing the accounting, reporting and forgovernance processes to comply with the new guidance. United’s CECL allowance will fluctuate over time due to macroeconomic conditions and forecasts as well as the size and composition of the loan portfolios.

With regard to PCD assets, because United has elected to break apart the former PCI pools and will no longer consider these pools to be the unit of account, contractually delinquent PCD loans previously covered by ASC 310-30,Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality will be appliedreported as nonaccrual loans using the same criteria as other loans. Similarly, PCD loans that are restructured and meet the definition of troubled debt restructurings after the adoption of CECL will be reported as such.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments. In addition to amending guidance related to the new CECL standard, this update clarifies certain aspects of hedge accounting and recognition and measurement of financial instruments. United adopted this update as of January 1, 2020, with no material impact to the consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update removes several exceptions related to intraperiod tax allocation when there is a loss from continuing operations and income from other items, foreign subsidiaries becoming equity method investments and vice versa, and calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The guidance also amends requirements related to franchise tax that is partially based on income, a prospective basis.step up in the tax basis of goodwill, allocation of consolidated tax expense to a legal entity not subject to tax in its separate financial statements, the effects of enacted changes in tax laws and other minor codification improvements regarding employee stock ownership plans and investments in qualified affordable housing projects. For public entities, this updateguidance is effective for fiscal years beginning after December 15, 2019. Upon adoption,2020. United expects thatdoes not expect the allowance for credit losses will be higher givennew guidance to have a material impact on the change to estimated losses for the estimated life of theconsolidated financial asset, however management is still in the process of determining the magnitude of the increase. Management has formed a steering committee and is in the process of performing a gap assessment that will become the basis for a full project plan. United expects to run parallel for the four quarters leading up to the effective date to ensure it is prepared for implementation by the effective date.

statements.


In March 2017,January 2020, the FASB issued ASU No. 2017-07,Compensation – Retirement Benefits2020-01, Investments—Equity Securities (Topic 715): Improving321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the PresentationInteractions between Topic 321, Topic 323, and Topic 815 (a consensus of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costthe Emerging Issues Task Force). This ASU requiresupdate clarifies whether an entity should consider observable transactions that an employer disaggregaterequire it to either apply or discontinue the service cost component fromequity method of accounting for the other componentspurposes of net benefit cost. The amendments also provide explicit guidance onapplying the measurement alternative and how to present the service cost componentaccount for certain forward contracts and the other components of net benefit cost and allow only the service cost componentpurchased options to be eligible for capitalization.purchase securities. For public entities, this update

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Notes to Consolidated Financial Statements
(2)Accounting Standards Updates and Recently Adopted Standards, continued


guidance is effective for fiscal years beginning after December 15, 2017, with retrospective presentation of2020. United does not expect the service cost and other components and prospective application for any capitalization of service cost. The adoption of this update is not expectednew guidance to have a material impact on the consolidated financial statements.


Standards Adopted in 2019

On January 1, 2019, United adopted ASU No. 2016-02, Leases (Topic 842), as modified by ASU No. 2018-10, Codification Improvements to Topic 842 Leases, ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors andASU No. 2019-01, Leases (Topic 842): Codification Improvements. These standards require a lessee to recognize in the consolidated balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. United adopted the standard using the optional transition method, which allowed for a modified retrospective method of adoption with a cumulative effect adjustment to shareholders’ equity without restating comparable periods. United also elected the relief package of practical expedients for which there is no requirement to reassess existence of leases, their classification, and initial direct costs as well as an exemption for short-term leases with a term of less than one year, whereby United does not recognize a lease liability or right-of-use asset on the consolidated balance sheet but instead recognizes lease payments as an expense over the lease term as appropriate. The adoption of this guidance resulted in recognition of a right-of-use asset of $23.8 million, a lease liability of $26.8 million and a reduction of shareholders’ equity of $549,000, net of tax, related to its operating leases. In addition, United has equipment financing leases for which it is the lessor, which were previously accounted for as capital leases. Upon adoption of Topic 842, these leases were classified as sales-type or direct financing leases, which required no significant change in accounting policy or treatment. These lease agreements may include options to renew and for the lessee to purchase the leased equipment at the end of the lease term. As a lessor, United elected to exclude sales taxes from consideration in lease contracts. In the opinion of management, the changes described above resulting from the adoption of the standard did not have a material impact on the consolidated financial statements. See Notes 7 and 14 for additional information on operating leases and equipment financing leases, respectively. See Note 1 for further accounting policy detail related to leases.

In July of 2019, the FASB issued ASU No. 2019-07, Codification updates to SEC sections: amendments to SEC paragraphs pursuant to SEC final rule releases No. 33-10532, disclosure update and simplification, and nos. 33-10231 and 33-10442, investment company reporting modernization, and miscellaneous updates. This standard updates various SEC financial statement disclosure requirements, including disclosures related to bank holding companies. The standard was effective immediately, and did not have a material impact on disclosures.

In March 2017, the FASB issued ASU No. 2017-08,Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This update shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. For securities held at a discount, the discount will continue to be amortized to maturity. For public entities, this update is effective for fiscal years beginning after December 15, 2018, with modified retrospective application. The adoption of this update ison January 1, 2019 did not expected to have a material impact on the consolidated financial statements.

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Notes to Consolidated Financial Statements

(2)Accounting Standards Updates and Recently Adopted Standards, continued

In May 2017, the FASB issued ASU No. 2017-09,Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Specifically, modification accounting should be applied unless the fair value of the modified award is the same as the original award immediately before modification, the vesting conditions of the modified award are the same as the original award immediately before modification, and the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before modification. For public entities, this update is effective for fiscal years beginning after December 15, 2017, with prospective application. The adoption of this update is not expected to have a material impact on the consolidated financial statements.

In August 2017, The FASB issued ASU No. 2017-12,Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This update also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. For public entities, this update is effective for fiscal years beginning after December 15, 2018. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings. The amended presentation and disclosure guidance is required prospectively. The adoption of this update ison January 1, 2019 did not expected to have a material impact on the consolidated financial statements.

Recently Adopted Standards


In March 2016,June 2018, the FASB issued ASU No. 2016-09,2018-07, Compensation - Stock Compensation (Topic 718): Improvements to EmployeeNonemployee Share-Based Payment Accounting. This update simplified several aspectsexpands the scope of the accounting forTopic 718 to include share-based payment transactions includingfor acquiring goods and services from nonemployees. As a result, nonemployee share-based payment awards will be measured at the income tax consequences, classificationgrant-date fair value of awards as eitherthe equity or liabilities, and classificationinstruments that an entity is obligated to issue when the service has been rendered, subject to the probability of satisfying performance conditions when applicable. For public entities, this update is effective for fiscal years beginning after December 15, 2018. The adoption of the new guidance on January 1, 2019 did not have a material impact on the consolidated

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Notes to Consolidated Financial Statements
(2)Accounting Standards Updates and Recently Adopted Standards, continued


financial statements as United does not currently grant equity awards to nonemployees other than directors and does not anticipate doing so.

In June 2018, the FASB issued ASU No. 2018-08, Not for Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. This update clarifies the guidance about whether a transfer of cash flows. United adoptedassets (or the reduction, settlement or cancellation of liabilities) is a contribution or an exchange transaction. In addition, the guidance clarifies the determination of whether a transaction is conditional. For public entities, this standardupdate is effective for contributions made in fiscal years beginning after December 15, 2018. The adoption of the new guidance on January 1, 2017, with no2019 did not have a material impact on the consolidated financial statements, although management expects more volatility in the effective tax rate as excess tax benefits and deficiencies on stock compensation transactions flow through income tax expense rather than capital surplus. United prospectively adopted the amendment requiring that excess tax benefits and deficiencies be recognized as income tax expense or benefit in the income statements and as an operating activity in the statements of cash flows. statements.

In addition, United elected to account for forfeitures as they occur, rather than estimate the number of awards expected to vest. United retrospectively implemented the clarification that cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of H.R. 1, commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was signed into law on December 22, 2017. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740,Income Taxes. United’s financial results reflect the income tax effects of the Tax Act for which the accounting under ASC Topic 740 is complete and provisional amounts for those specific income tax effects of the Tax Act for which the accounting under ASC Topic 740 is incomplete but a reasonable estimate could be determined.  United continues to analyze the Tax Act, including the impact on deductibility of certain executive compensation and alternative minimum tax credits, and any refinements to the provisional accounting will be completed within one year of the tax enactment date.

In FebruaryJuly 2018, the FASB issued ASU No. 2018-02,Income Statement – Reporting Comprehensive Income2018-09, Codification Improvements to address stakeholder suggestions for minor corrections and clarifications within the codification. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this update do not require transition guidance and will be effective upon issuance of this update. However, many of the amendments in this update do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. The adoption of the new guidance on January 1, 2019 did not have a material impact on the consolidated financial statements.


In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 220)820): ReclassificationDisclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes disclosures that are no longer considered cost beneficial, modifies certain requirements of Certain Tax Effects from Accumulateddisclosures, and adds disclosure requirements identified as relevant. For public entities, this guidance is effective for fiscal years ending after December 15, 2019 and, depending on the provision, requires either prospective or retrospective application to prior periods presented. The adoption of this update did not have a material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other Comprehensive Income- Internal-Use Software (Subtopic 350-40):Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (a consensus of the FASB Emerging Issues Task Force). This update allowsaligns the requirements for capitalizing implementation costs incurred in a reclassification from accumulated other comprehensive incomehosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to retained earningsdevelop or obtain internal use software. For public entities, this guidance is effective for stranded tax effects resulting fromfiscal years ending after December 15, 2019 with either retrospective or prospective application. The adoption of this update did not have a material impact on the reductionconsolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the federal corporate income tax rate pursuant to enactmentSecured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This update permits the use of the Tax Act. TheOIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes. For public entities, this guidance is required toeffective for fiscal years beginning after December 15, 2018 and should be applied retrospectively to each period (or periods) in which the effecton a prospective basis for qualifying new or redesignated hedging relationships. The adoption of the change in the federal corporate income tax rate is recognized. United early adopted this standard effective December 31, 2017 and reclassified $2.03 million that was recorded to income tax expense due to re-measuring from 35% to 21% the federal deferred taxesupdate on January 1, 2019 did not have a material impact on the accumulated other comprehensive income components related to available for sale securities, held to maturity securities, and pension.

77
consolidated financial statements.


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions


Acquisition of First Madison Bank & Trust
On May 1, 2019, United completed the acquisition of First Madison Bank & Trust (“FMBT”). FMBT operated 4 banking offices in Athens-Clarke County, Georgia. In connection with the acquisition, United acquired $245 million of assets and assumed $213 million of liabilities. Under the terms of the merger agreement, FMBT shareholders received $52.1 million in cash. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $20.3 million, representing the intangible value of FMBT’s business and reputation within the markets it served. NaN of the goodwill recognized is expected to be deductible for income tax purposes. United is amortizing the related core deposit intangible of $2.80 million using the sum-of-the-years-digits method over 9.25 years, which represents the expected useful life of the asset.

United’s operating results for the year ended December 31, 2019, include the operating results of the acquired business for the period subsequent to the acquisition date of May 1, 2019.


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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3)Mergers and Acquisitions, continued


The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below (in thousands)
 As Recorded
by FMBT
 
Fair Value
Adjustments
(1)
 As Recorded by
United
Assets 
  
  
Cash and cash equivalents$32,548
 $
 $32,548
Loans197,682
 (5,188) 192,494
Allowance for loan losses(6,338) 6,338
 
Premises and equipment, net7,124
 1,400
 8,524
Bank owned life insurance6,823
 
 6,823
Net deferred tax asset1,386
 (1,229) 157
Core deposit intangible
 2,800
 2,800
Other assets1,032
 246
 1,278
Total assets acquired$240,257
 $4,367
 $244,624
Liabilities     
Deposits$211,884
 $243
 $212,127
Other liabilities924
 (207) 717
Total liabilities assumed212,808
 36
 212,844
Excess of assets acquired over liabilities assumed$27,449
    
Aggregate fair value adjustments  $4,331
  
Total identifiable net assets    31,780
Cash consideration transferred    52,093
Goodwill    $20,313

(1) Fair values are preliminary and are subject to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available.

The following table presents additional information related to the acquired loan portfolio at the acquisition date (in thousands):
  May 1, 2019 
 Accounted for pursuant to ASC 310-30: 
 
 Contractually required principal and interest$13,145
 
 Non-accretable difference2,517
 
 Cash flows expected to be collected10,628
 
 Accretable yield1,300
 
 Fair value$9,328
 
    
 Excluded from ASC 310-30:  
 Fair value$183,166
 
 Gross contractual amounts receivable218,855
 
 Estimate of contractual cash flows not expected to be collected8,826
 


Acquisition of Navitas
On February 1, 2018, United completed the acquisition of Navitas, a specialty lending company providing equipment finance credit services to small and medium-sized businesses nationwide. In connection with the acquisition, United acquired $393 million of assets and assumed $350 million of liabilities. Under the terms of the merger agreement, Navitas shareholders received $130 million in total consideration, of which $84.5 million was paid in cash and $45.7 million was paid in United common stock. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $87.4 million, representing the intangible value of Navitas’s business and reputation within the markets it served. NaN of the goodwill recognized is expected to be deductible for income tax purposes.
Since the acquisition date, within the one-year measurement period, United received additional information regarding the fair value of loans. As a result, the provisional value assigned to the acquired loans was reduced by $526,000, partially offset by acquisition-related adjustments to deferred tax assets. The net of the adjustments was reflected as a $390,000 increase to goodwill.  


79

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3)Mergers and Acquisitions, continued


The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below (in thousands).
 
As Recorded by
Navitas
 
Fair Value
Adjustments
 
As Recorded by
United
Assets 
  
  
Cash and cash equivalents$27,700
 
 $27,700
Loans and leases, net365,533
 (7,181) 358,352
Premises and equipment, net628
 (304) 324
Net deferred tax asset
 2,873
 2,873
Other assets5,117
 (1,066) 4,051
Total assets acquired$398,978
 $(5,678) $393,300
Liabilities     
Short-term borrowings$214,923
 $
 $214,923
Long-term debt119,402
 
 119,402
Other liabilities17,059
 (951) 16,108
Total liabilities assumed351,384
 (951) 350,433
Excess of assets acquired over liabilities assumed$47,594
    
Aggregate fair value adjustments  $(4,727)  
Total identifiable net assets    42,867
Consideration transferred     
Cash    84,500
Common stock issued (1,443,987 shares)    45,746
Total fair value of consideration transferred    130,246
Goodwill    $87,379

The following table presents additional information related to the acquired loan and lease portfolio at the acquisition date (in thousands).
  February 1, 2018 
 Accounted for pursuant to ASC 310-30: 
 
 Contractually required principal and interest$24,711
 
 Non-accretable difference5,505
 
 Cash flows expected to be collected19,206
 
 Accretable yield1,977
 
 Fair value$17,229
 
    
 Excluded from ASC 310-30:  
 Fair value$341,123
 
 Gross contractual amounts receivable389,432
 
 Estimate of contractual cash flows not expected to be collected8,624
 

In January 2018, after announcement of its intention to acquire Navitas but prior to the completion of the acquisition, United purchased $19.9 million in loans from Navitas in a transaction separate from the business combination.

Acquisition of Four Oaks FinCorp, Inc.

On November 1, 2017, United completed the acquisition of Four Oaks FinCorp, Inc. (“FOFN”) and its wholly-owned bank subsidiary, Four Oaks Bank & Trust Company. FOFN operated 14 banking offices in the Raleigh, North Carolina area. In connection with the acquisition, United acquired $729$730 million of assets and assumed $658 million of liabilities. Under the terms of the merger agreement, FOFN shareholders received .61780.6178 shares of United common stock and $1.90 for each share of FOFN common stock issued and outstanding at the closing date. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $54.7$53.5 million, representing the intangible value of FOFN’s business and reputation within the market it served. NoneNaN of the goodwill recognized is expected to be deductible for income tax purposes. United will amortizeis amortizing the related core deposit intangible of $7.83 million using the sum-of-the-years-digits method over 11.5 years, which represents the expected useful life of the asset. United will amortizeamortized the related noncompete agreement intangibles of $908,000 using the straight line method over the one year terms of the agreements. In connection with the acquisition, United assumed $11.5 million in subordinated debentures and $12.4 million in trust preferred securities. See Note 1413 for further information on long-term debt.

United’s operating results for


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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3)Mergers and Acquisitions, continued



During first quarter 2018, within the year ended December 31, 2017 include the operating results of the acquired assets and assumed liabilities for theone-year measurement period, subsequent toUnited received additional information regarding the acquisition date fair values of November 1, 2017. loans held for sale and servicing assets. As a result, the provisional values assigned to the acquired loans held for sale and servicing assets have been adjusted to $10.7 million and $65,000, respectively, which represent an increase of $2.59 million and a decrease of $354,000, respectively, from amounts previously disclosed. The tax effect of these adjustments was reflected as a decrease to the deferred tax asset of $1.08 million, with the net amount of $1.16 million reflected as a decrease to goodwill.

The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below(in thousands).

  As Recorded by
FOFN
  Fair Value
Adjustments(1)
  As Recorded by
United
 
Assets            
Cash and cash equivalents $48,652  $6  $48,658 
Securities  114,190   782   114,972 
Loans held for sale  13,976   (5,882)  8,094 
Loans  491,721   (5,477)  486,244 
Premises and equipment, net  11,251   1,147   12,398 
Bank owned life insurance  20,339   -   20,339 
Accrued interest receivable  1,858   (118)  1,740 
Net deferred tax asset  18,333   78   18,411 
Intangibles  -   8,738   8,738 
Other real estate owned  1,173   (514)  659 
Other assets  8,792   285   9,077 
Total assets acquired $730,285  $(955) $729,330 
Liabilities            
Deposits $563,840  $1,365  $565,205 
Federal Home Loan Bank advances  65,000   224   65,224 
Long term debt  23,872   (4,125)  19,747 
Other liabilities  7,330   60   7,390 
Total liabilities assumed  660,042   (2,476)  657,566 
Excess of assets acquired over liabilities assumed $70,243         
Aggregate fair value adjustments     $1,521     
Total identifiable net assets         $71,764 
Consideration transferred            
Cash          12,802 
Common stock issued (4,145,343 shares)          113,665 
Total fair value of consideration transferred          126,467 
Goodwill         $54,703 

(1)Fair values are preliminary and are subject to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available.

78

 As Recorded by FOFN Fair Value Adjustments As Recorded by United
Assets 
  
  
Cash and cash equivalents$48,652
 $6
 $48,658
Securities114,190
 782
 114,972
Loans held for sale13,976
 (3,290) 10,686
Loans, net491,721
 (5,477) 486,244
Premises and equipment, net11,251
 1,147
 12,398
Bank owned life insurance20,339
 
 20,339
Accrued interest receivable1,858
 (118) 1,740
Net deferred tax asset18,333
 (999) 17,334
Intangibles
 8,738
 8,738
Other real estate owned1,173
 (514) 659
Other assets8,792
 (69) 8,723
Total assets acquired$730,285
 $206
 $730,491
Liabilities     
Deposits$563,840
 $1,365
 $565,205
Federal Home Loan Bank advances65,000
 224
 65,224
Long-term debt23,872
 (4,125) 19,747
Other liabilities7,330
 60
 7,390
Total liabilities assumed660,042
 (2,476) 657,566
Excess of assets acquired over liabilities assumed$70,243
    
Aggregate fair value adjustments  $2,682
  
Total identifiable net assets    72,925
Consideration transferred     
Cash    12,802
Common stock issued (4,145,343 shares)    113,665
Total fair value of consideration transferred    126,467
Goodwill    $53,542

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of Four Oaks Fincorp, Inc., continued



The following table presents additional information related to the acquired loan portfolio at the acquisition date(in thousands):

  November 1, 2017 
 Accounted for pursuant to ASC 310-30: 
 
 Contractually required principal and interest$49,377
 
 Non-accretable difference8,244
 
 Cash flows expected to be collected41,133
 
 Accretable yield3,313
 
 Fair value$37,820
 
    
 Excluded from ASC 310-30:  
 Fair value$448,462
 
 Gross contractual amounts receivable509,629
 
 Estimate of contractual cash flows not expected to be collected6,081
 



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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3)Mergers and Acquisitions, continued


Acquisition of HCSB Financial Corporation

On July 31, 2017, United completed the acquisition of HCSB Financial Corporation (“HCSB”) and its wholly-owned bank subsidiary, Horry County State Bank. HCSB operated eight8 branches in coastal South Carolina. In connection with the acquisition, United acquired $390$389 million of assets and assumed $347 million of liabilities. Under the terms of the merger agreement, HCSB shareholders received .00500.0050 shares of United common stock for each share of HCSB common stock issued and outstanding at the closing date. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $23.9$24.2 million, representing the intangible value of HCSB’s business and reputation within the market it served. NoneNaN of the goodwill recognized is expected to be deductible for income tax purposes. United will amortizeis amortizing the related core deposit intangible of $3.48 million using the sum-of-the-years-digits method over six years, which represents the expected useful life of the asset. United will amortizeamortized the related noncompete agreement intangibles of $2.24 million using the straight line method over the terms of the agreements, which vary between one year and two years.

United’s operating results for


During second quarter 2018, within the year ended December 31, 2017 include the operating results of the acquired assets and assumed liabilities for theone-year measurement period, subsequent toUnited received additional information regarding the acquisition date fair value of July 31, 2017.

79
premises and equipment. As a result, the provisional value assigned to the acquired premises and equipment has been adjusted to $7.42 million, which represents a decrease of $493,000 from the amount previously disclosed. The tax effect of this adjustment was reflected as an increase to the deferred tax asset of $190,000, resulting in a net $303,000 increase to goodwill.


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of HCSB Financial Corporation, continued

The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below(in thousands).

  As Recorded by
HCSB
  Fair Value
Adjustments(1)
  As Recorded by
United
 
Assets            
Cash and cash equivalents $17,855  $(2) $17,853 
Securities  101,462   (142)  101,320 
Loans, net  228,483   (12,536)  215,947 
Premises and equipment, net  14,030   (6,113)  7,917 
Bank owned life insurance  11,827   -   11,827 
Accrued interest receivable  1,322   (275)  1,047 
Net deferred tax asset  -   25,389   25,389 
Intangibles  -   5,716   5,716 
Other real estate owned  1,177   (372)  805 
Other assets  1,950   (32)  1,918 
Total assets acquired $378,106  $11,633  $389,739 
Liabilities            
Deposits $318,512  $430  $318,942 
Repurchase agreements  1,141   -   1,141 
Federal Home Loan Bank advances  24,000   517   24,517 
Other liabilities  1,955   91   2,046 
Total liabilities assumed  345,608   1,038   346,646 
Excess of assets acquired over liabilities assumed $32,498         
Aggregate fair value adjustments     $10,595     
Total identifiable net assets         $43,093 
Consideration transferred            
Cash          31 
Common stock issued (2,370,331 shares)          65,800 
Total fair value of consideration transferred          65,831 
Equity interest in HCSB held before the business combination          1,125 
Goodwill         $23,863 

(1)Fair values are preliminary and are subject

 As Recorded by HCSB Fair Value Adjustments As Recorded by United
Assets 
  
  
Cash and cash equivalents$17,855
 $(2) $17,853
Securities101,462
 (142) 101,320
Loans, net228,483
 (12,536) 215,947
Premises and equipment, net14,030
 (6,606) 7,424
Bank owned life insurance11,827
 
 11,827
Accrued interest receivable1,322
 (275) 1,047
Net deferred tax asset
 25,579
 25,579
Intangibles
 5,716
 5,716
Other real estate owned1,177
 (372) 805
Other assets1,950
 (32) 1,918
Total assets acquired$378,106
 $11,330
 $389,436
Liabilities     
Deposits$318,512
 $430
 $318,942
Repurchase agreements1,141
 
 1,141
Federal Home Loan Bank advances24,000
 517
 24,517
Other liabilities1,955
 91
 2,046
Total liabilities assumed345,608
 1,038
 346,646
Excess of assets acquired over liabilities assumed$32,498
    
Aggregate fair value adjustments  $10,292
  
Total identifiable net assets    42,790
Consideration transferred     
Cash    31
Common stock issued (2,370,331 shares)    65,800
Total fair value of consideration transferred    65,831
Equity interest in HCSB held before the business combination    1,125
Goodwill    $24,166


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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available.

Consolidated Financial Statements

(3)Mergers and Acquisitions, continued


The following table presents additional information related to the acquired loan portfolio at the acquisition date(in thousands):

  July 31, 2017 
Accounted for pursuant to ASC 310-30:    
Contractually required principal and interest $46,069 
Non-accretable difference  12,413 
Cash flows expected to be collected  33,656 
Accretable yield  3,410 
Fair value $30,246 
     
Excluded from ASC 310-30:    
Fair value $185,701 
Gross contractual amounts receivable  212,780 
Estimate of contractual cash flows not expected to be collected  3,985 

80

  July 31, 2017 
 Accounted for pursuant to ASC 310-30: 
 
 Contractually required principal and interest$46,069
 
 Non-accretable difference12,413
 
 Cash flows expected to be collected33,656
 
 Accretable yield3,410
 
 Fair value$30,246
 
    
 Excluded from ASC 310-30:  
 Fair value$185,701
 
 Gross contractual amounts receivable212,780
 
 Estimate of contractual cash flows not expected to be collected3,985
 

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of Tidelands Bancshares, Inc.

On July 1, 2016, United completed the acquisition of Tidelands Bancshares, Inc. (“Tidelands”) and its wholly-owned bank subsidiary, Tidelands Bank. Tidelands operated seven branches in coastal South Carolina. In connection with the acquisition, United acquired $440 million of assets and assumed $440 million of liabilities. Under the terms of the merger agreement, Tidelands shareholders received cash equal to $0.52 per common share, or an aggregate of $2.22 million. Additionally, at closing, United redeemed all of Tidelands’ fixed-rate cumulative preferred stock that was issued to the U.S. Department of the Treasury (the “Treasury”) under the Treasury’s Capital Purchase Program, plus unpaid dividends, for $8.98 million in aggregate. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $10.7 million, representing the intangible value of Tidelands’ business and reputation within the market it served. None of the goodwill recognized is expected to be deductible for income tax purposes. United will amortize the related core deposit intangible of $1.57 million using the sum-of-the-years-digits method over five years, which represents the expected useful life of the asset.

The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below(in thousands).

  As Recorded  Fair Value  As Recorded by 
  by Tidelands  Adjustments  United 
Assets            
Cash and cash equivalents $13,121  $-  $13,121 
Securities  65,676   (155)  65,521 
Loans held for sale  139   3   142 
Loans, net  317,938   (12,035)  305,903 
Premises and equipment, net  19,133   (7,944)  11,189 
Bank owned life insurance  16,917   -   16,917 
Accrued interest receivable  1,086   (167)  919 
Net deferred tax asset  73   15,639   15,712 
Core deposit intangible  -   1,570   1,570 
Other real estate owned  9,881   (2,386)  7,495 
Other assets  1,920   (164)  1,756 
Total assets acquired $445,884  $(5,639) $440,245 
Liabilities            
Deposits $398,108  $1,765  $399,873 
Repurchase agreements  10,000   155   10,155 
Federal Home Loan Bank advances  13,000   354   13,354 
Long-term debt  14,434   (3,668)  10,766 
Other liabilities  11,587   (5,986)  5,601 
Total liabilities assumed  447,129   (7,380)  439,749 
Excess of assets acquired over liabilities assumed $(1,245)        
Aggregate fair value adjustments     $1,741     
Total identifiable net assets         $496 
Consideration transferred            
Cash paid to redeem common stock          2,224 
Cash paid to redeem preferred stock issued under the Treasury's Capital Purchase Program          8,985 
Total fair value of consideration transferred          11,209 
Goodwill         $10,713 

81

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of Tidelands Bancshares, Inc., continued

The following table presents additional information related to the acquired loan portfolio at the acquisition date(in thousands):

  July 1, 2016 
Accounted for pursuant to ASC 310-30:    
Contractually required principal and interest $50,660 
Non-accretable difference  13,483 
Cash flows expected to be collected  37,177 
Accretable yield  2,113 
Fair value $35,064 
     
Excluded from ASC 310-30:    
Fair value $270,839 
Gross contractual amounts receivable  302,331 
Estimate of contractual cash flows not expected to be collected  3,859 

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of Palmetto Bancshares, Inc.

On September 1, 2015, United completed the acquisition of Palmetto Bancshares, Inc. (“Palmetto”) and its wholly-owned bank subsidiary, The Palmetto Bank. Palmetto operated 25 branches in South Carolina. In connection with the acquisition, United acquired $1.15 billion of assets and assumed $1.02 billion of liabilities. Total consideration transferred was $244 million of common equity and cash. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $115 million, representing the intangible value of Palmetto’s business and reputation within the market it serves. None of the goodwill recognized is expected to be deductible for income tax purposes. United will amortize the related core deposit intangible of $12.9 million using the sum-of-the-years-digits method over 12 years, which represents the expected useful life of the asset.

The fair value of the 8.70 million common shares issued as part of the consideration paid for Palmetto was determined on the basis of the closing market price of United’s common shares on the acquisition date. The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below(in thousands).

  As Recorded  Fair Value  As Recorded by 
  by Palmetto  Adjustments  United 
Assets            
Cash and cash equivalents $64,906  $-  $64,906 
Securities  208,407   (340)  208,067 
Loans held for sale  2,356   91   2,447 
Loans, net  802,111   (5,552)  796,559 
Premises and equipment, net  21,888   (4,931)  16,957 
Bank owned life insurance  12,133   (148)  11,985 
Accrued interest receivable  3,227   (346)  2,881 
Net deferred tax asset  14,798   1,587   16,385 
Core deposit intangible  -   12,900   12,900 
Other assets  18,439   (4,731)  13,708 
Total assets acquired $1,148,265  $(1,470) $1,146,795 
Liabilities            
Deposits $989,296  $-  $989,296 
Short-term borrowings  13,537   -   13,537 
Other liabilities  11,994   2,808   14,802 
Total liabilities assumed  1,014,827   2,808   1,017,635 
Excess of assets acquired over liabilities assumed $133,438         
Aggregate fair value adjustments     $(4,278)    
Total identifiable net assets         $129,160 
Consideration transferred            
Cash          74,003 
Common stock issued (8,700,012 shares)          170,259 
Total fair value of consideration transferred          244,262 
Goodwill         $115,102 

Since the acquisition date, within the one year measurement period, United received additional information regarding the fair values of loans, premises and equipment,OREO, which is included in other assets in the table above, and certain other assets. As a result, the provisional values assigned to the acquired loans, premises and equipment, OREO and other assets have been adjusted by an increase of $535,000, a decrease of $6.18 million, a decrease of $2.06 million and a decrease of $3.75 million, respectively. There were also small adjustments to securities, bank owned life insurance and other liabilities. The tax effect of all adjustments was reflected as an increase to the deferred tax asset of $3.91 million, with the net amount reflected as a $7.18 million increase to goodwill.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of Palmetto Bancshares, Inc., continued

The following table presents additional information related to the acquired loan portfolio at acquisition date(in thousands):

  September 1, 2015 
Accounted for pursuant to ASC 310-30:    
Contractually required principal and interest $63,623 
Non-accretable difference  13,397 
Cash flows expected to be collected  50,226 
Accretable yield  4,306 
Fair value $45,920 
     
Excluded from ASC 310-30:    
Fair value $750,639 
Gross contractual amounts receivable  859,628 
Estimate of contractual cash flows not expected to be collected  7,733 

Acquisition of MoneyTree Corporation

On May 1, 2015, United completed the acquisition of MoneyTree Corporation (“MoneyTree”) and its wholly-owned bank subsidiary, First National Bank (“FNB”). FNB operated ten branches in east Tennessee. In connection with the acquisition, United acquired $459 million of assets and assumed $410 million of liabilities and $9.99 million of preferred stock. Total consideration transferred was $54.6 million of common equity and cash. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $14.7 million, representing the intangible value of FNB’s business and reputation within the market it serves. None of the goodwill recognized is expected to be deductible for income tax purposes. United will amortize the related core deposit intangible of $4.22 million using the sum-of-the-years-digits method over 6.67 years, which represents the expected useful life of the asset. The deposit premium of $917,000 will be amortized using the effective yield method over 5 years, which represents the weighted average maturity of the underlying deposits.

The fair value of the 2.36 million common shares issued as part of the consideration paid for MoneyTree was determined on the basis of the closing market price of United’s common shares on the acquisition date.

Upon completion of the acquisition, each share of preferred stock issued by MoneyTree as part of the Small Business Lending Fund (“SBLF”) program of the Treasury (9,992 shares in the aggregate with a liquidation preference amount of $1,000 per share) was converted automatically into one substantially identical share of preferred stock of the Company. See Note 22 for further information on preferred stock.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Acquisition of MoneyTree Corporation, continued

The purchased assets and assumed liabilities were recorded at their acquisition date fair values, and are summarized in the table below(in thousands).

  As Recorded  Fair Value  As Recorded by 
  by MoneyTree  Adjustments  United 
Assets            
Cash and cash equivalents $55,293  $-  $55,293 
Securities  127,123   (52)  127,071 
Loans held for sale  1,342   -   1,342 
Loans, net  246,816   (2,464)  244,352 
Premises and equipment, net  9,497   1,362   10,859 
Bank owned life insurance  11,194   -   11,194 
Core deposit intangible  -   4,220   4,220 
Other assets  5,462   (399)  5,063 
Total assets acquired $456,727  $2,667  $459,394 
Liabilities            
Deposits $368,833  $917  $369,750 
Short-term borrowings  15,000   -   15,000 
Federal Home Loan Bank advances  22,000   70   22,070 
Other liabilities  864   1,828   2,692 
Total liabilities assumed  406,697   2,815   409,512 
SBLF preferred stock assumed  9,992   -   9,992 
Excess of assets acquired over liabilities and preferred stock assumed $40,038         
Aggregate fair value adjustments     $(148)    
Total identifiable net assets         $39,890 
Consideration transferred            
Cash          10,699 
Common stock issued (2,358,503 shares)          43,892 
Total fair value of consideration transferred          54,591 
Goodwill         $14,701 

Since the acquisition date, within the one year measurement period, United received additional information regarding the fair value of premises and equipment. As a result, the provisional value assigned to the acquired premises and equipment was reduced by $2.40 million, partially offset by acquisition-related adjustments to deferred tax assets. The net of these adjustments was reflected as a $1.68 million increase to goodwill.

The following table presents additional information related to the acquired loan portfolio at acquisition date(in thousands):

  May 1, 2015 
Accounted for pursuant to ASC 310-30:    
Contractually required principal and interest $15,152 
Non-accretable difference  3,677 
Cash flows expected to be collected  11,475 
Accretable yield  1,029 
Fair value $10,446 
     
Excluded from ASC 310-30:    
Fair value $233,906 
Gross contractual amounts receivable  258,931 
Estimate of contractual cash flows not expected to be collected  1,231 

85

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3)Mergers and Acquisitions, continued

Pro forma information - unaudited

The following table discloses the impact of the mergers with FMBT, Navitas, FOFN, HCSB, Tidelands, Palmetto and MoneyTreeHCSB since the respective acquisition dates through December 31 of the year of acquisition. The table also presents certain pro forma information as if FMBT had been acquired on January 1, 2018, Navitas had been acquired on January 1, 2017, and FOFN and HCSB had been acquired on January 1, 2016, Tidelands had been acquired on January 1, 2015 and Palmetto and MoneyTree had been acquired on January 1, 2014.2016. These results combine the historical results of the acquired entities with United’s consolidated statements of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not necessarily indicative of what would have occurred had the acquisitions taken place in earlier years.


For purposes of pro forma information, merger-related costs incurred in the year of acquisition are excluded from the actual acquisition year results and included in the pro forma acquisition year results. As a result, merger-related costs related to the acquisition of FMBT of $2.02 million are reflected in 2018 pro forma information and merger-related costs related to the acquisition of Navitas of $4.98 million are reflected in 2017 pro forma information. Merger-related costs related to the acquisitions of FOFN and HCSB of $8.71 million from the FOFN and HCSB acquisitions have been excluded from the 2017 pro forma information presented below and includedwere reflected in the 2016 pro forma information presented below. Merger-related costs of $4.07 million from the Tidelands acquisition have been excluded from the 2016 pro forma information presented below and included in the 2015 pro forma information below. Merger-related costs of $12.0 million from the Palmetto and MoneyTree acquisitions have been excluded from the 2015 pro forma information presented below and included in the 2014 pro forma informationresults which are not presented below. The following table presents the actual results and pro forma information for the periods indicated(in thousands).

  (Unaudited) 
  Year Ended December 31, 
  Revenue  Net Income 
       
2017        
Actual FOFN results included in statement of income since acquisition date $5,265  $1,406 
Actual HCSB results included in statement of income since acquisition date  5,775   1,385 
Supplemental consolidated pro forma as if FOFN and HCSB had been acquired January 1, 2016  477,879   78,020 
         
2016        
Actual Tidelands results included in statement of income since acquisition date $7,512  $1,189 
Supplemental consolidated pro forma as if FOFN and HCSB had been acquired January 1, 2016 and        
Tidelands had been acquired January 1, 2015  452,713   89,200 
         
2015        
Actual Palmetto results included in statement of income since acquisition date $17,887  $7,010 
Actual MoneyTree results included in statement of income since acquisition date  8,373   3,806 
Supplemental consolidated pro forma as if Tidelands had been acquired January 1, 2015 and Palmetto and MoneyTree had been acquired January 1, 2014  382,921   82,465 

(4)Cash Flows


 
(Unaudited)
Year Ended December 31,
 Revenue Net Income
2019 
  
Actual FMBT results included in statement of income since acquisition date$7,525
 $4,053
Supplemental consolidated pro forma as if FMBT had been acquired January 1, 2018563,872
 187,124
    
2018   
Actual Navitas results included in the statement of income since acquisition date$24,285
 $7,149
Supplemental consolidated pro forma as if FMBT had been acquired January 1, 2018 and Navitas had been acquired January 1, 2017539,152
 171,218
2017   
Actual FOFN results included in statement of income since acquisition date$5,265
 $1,406
Actual HCSB results included in statement of income since acquisition date5,775
 1,385
Supplemental consolidated pro forma as if FOFN and HCSB had been acquired January 1, 2016 and Navitas had been acquired January 1, 2017495,052
 78,958


(4) Cash Flows

During 2017, 20162019, 2018 and 2015,2017, loans having a value of $4.15$1.17 million, $8.18$3.02 million and $4.93$4.15 million, respectively, were transferred to foreclosed property.

United also accounts for sales and purchases of SBA/USDA loans on the trade date. At December 31, 2017, 20162019, 2018 and 2015,2017, United had unsettled sales of SBA/USDA loans of $8.19 million, $32.9 million and $27.5 million, $29.9 million and $18.5 million, respectively. At December 31, 2017 and 2016, United had no unsettled purchases of SBA/USDA loans, while at December 31, 2015, United had $18.3 million of unsettled purchases of SBA/USDA loans.

86


83

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(4)Cash Flows, continued




During 2019, United acquired, through a business combination, assets with a fair value totaling $265 million and liabilities with a fair value totaling $213 million, for net assets acquired of $52.1 million. During 2018, United acquired, through a business combination, assets with a fair value totaling $481 million and liabilities with a fair value totaling $350 million, for net assets acquired of $130 million. Common stock issued pursuant to this business combination totaled $45.7 million. During 2017, United acquired, through business combinations, assets with a fair value totaling $1.12 billion and liabilities with a fair value totaling $1.00 billion, for net assets acquired of $115 million. Common stock issued pursuant to these business combinations in 2017 totaled $179 million. During 2016, United acquired, through business combinations, assets with a fair value totaling $451 million and liabilities with a fair value totaling $440 million, for net assets acquired of $11.2 million. During 2015, United acquired, through business combinations, assets with a fair value totaling $1.74 billion and liabilities with a fair value totaling $1.43 billion, for net assets acquired of $309 million. Common and preferred stock issued pursuant to these business combinations in 2015 totaled $214 million and $9.99 million, respectively.


(5)Balance Sheet Offsetting and Repurchase Agreements Accounted for as Secured Borrowings

United enters into reverse repurchase agreements in order


From time to invest short-term funds. In addition,time, United enters into repurchase agreements and reverse repurchase agreements and offsetting securities lending transactions with the same counterparty in transactions commonly referred to as collateral swaps that are subject to master netting agreements under which the balances are netted in the balance sheet in accordance with ASC 210-20,Offsetting.

sheet.

The following table presents a summary of amounts outstanding under reverse repurchase agreements, of which there were none as of December 31, 2019, and derivative financial instruments, including those entered into in connection with the same counterparty under master netting agreements, as of the dates indicated(in thousands).

  Gross
Amounts of
  Gross
Amounts
Offset on
     Gross Amounts not Offset
in the Balance Sheet
    
December 31, 2017 Recognized
Assets
  the Balance
Sheet
  Net Asset
Balance
  Financial
Instruments
  Collateral
Received
  Net
Amount
 
                   
Repurchase agreements / reverse repurchase agreements $100,000  $(100,000) $-  $-  $-  $- 
Derivatives  22,721   -   22,721   (1,490)  (6,369)  14,862 
Total $122,721  $(100,000) $22,721  $(1,490) $(6,369) $14,862 
                         
Weighted average interest rate of reverse repurchase agreements  1.95%                    
                   
  Gross
Amounts of
  Gross
Amounts
Offset on
  Net  Gross Amounts not Offset
in the Balance Sheet
    
  Recognized
Liabilities
  the Balance
Sheet
  Liability
Balance
  Financial
Instruments
  Collateral
Pledged
  Net
Amount
 
                   
Repurchase agreements / reverse repurchase agreements $100,000  $(100,000) $-  $-  $-  $- 
Derivatives  25,376   -   25,376   (1,490)  (17,190)  6,696 
Total $125,376  $(100,000) $25,376  $(1,490) $(17,190) $6,696 
                         
Weighted average interest rate of repurchase agreements  1.20%                    
                   
  Gross
Amounts of
  Gross
Amounts
Offset on
     Gross Amounts not Offset
in the Balance Sheet
    
December 31, 2016 Recognized
Assets
  the Balance
Sheet
  Net Asset
Balance
  Financial
Instruments
  Collateral
Received
  Net
Amount
 
                   
Repurchase agreements / reverse repurchase agreements $150,000  $(150,000) $-  $-  $-  $- 
Derivatives  23,688   -   23,688   (3,485)  (3,366)  16,837 
Total $173,688  $(150,000) $23,688  $(3,485) $(3,366) $16,837 
                         
Weighted average interest rate of reverse repurchase agreements  1.78%                    
                   
  Gross
Amounts of
  Gross
Amounts
Offset on
  Net  Gross Amounts not Offset
in the Balance Sheet
    
  Recognized
Liabilities
  the Balance
Sheet
  Liability
Balance
  Financial
Instruments
  Collateral
Pledged
  Net
Amount
 
                   
Repurchase agreements / reverse repurchase agreements $150,000  $(150,000) $-  $-  $-  $- 
Derivatives  27,648   -   27,648   (3,485)  (18,505)  5,658 
Total $177,648  $(150,000) $27,648  $(3,485) $(18,505) $5,658 
                         
Weighted average interest rate of repurchase agreements  .88%                    

87

  Gross Amounts of Recognized Assets Gross Amounts Offset on the Balance Sheet   
Gross Amounts not Offset
in the Balance Sheet
  
December 31, 2019   
Net Asset
Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Derivatives $35,007
 $
 $35,007
 $(401) $
 $34,606
Total $35,007
 $
 $35,007
 $(401) $
 $34,606
             
  Gross Amounts of Recognized Liabilities Gross Amounts Offset on the Balance Sheet   
Gross Amounts not Offset
in the Balance Sheet
  
    Net Liability Balance 
Financial
Instruments
 
Collateral
Pledged
 
Net
Amount
Derivatives $15,516
 $
 $15,516
 $(401) $(14,933) $182
Total $15,516
 $
 $15,516
 $(401) $(14,933) $182
  Gross Amounts of Recognized Assets Gross Amounts Offset on the Balance Sheet   
Gross Amounts not Offset
in the Balance Sheet
  
December 31, 2018   
Net Asset
Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Repurchase agreements / reverse repurchase agreements $50,000
 $(50,000) $
 $
 $
 $
Derivatives 24,705
 
 24,705
 (973) (8,029) 15,703
Total $74,705
 $(50,000) $24,705
 $(973) $(8,029) $15,703
             
Weighted average interest rate of reverse repurchase agreements 3.20%          
             
  Gross Amounts of Recognized Liabilities Gross Amounts Offset on the Balance Sheet   
Gross Amounts not Offset
in the Balance Sheet
  
    Net Liability Balance 
Financial
Instruments
 
Collateral
Pledged
 
Net
Amount
Repurchase agreements / reverse repurchase agreements $50,000
 $(50,000) $
 $
 $
 $
Derivatives 26,433
 
 26,433
 (973) (16,126) 9,334
Total $76,433
 $(50,000) $26,433
 $(973) $(16,126) $9,334
             
Weighted average interest rate of repurchase agreements 2.45%          



84

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(5)Balance Sheet Offsetting and Repurchase Agreements Accounted for as Secured Borrowings, continued

(5) Balance Sheet Offsetting and Repurchase Agreements Accounted for as Secured Borrowings, continued


At December 31, 2017,2019, United recognized the right to reclaim cash collateral of $17.2$14.9 million. At December 31, 2019, there was 0 cash collateral held for derivatives. At December 31, 2018, United recognized the right to reclaim cash collateral of $16.1 million and the obligation to return cash collateral of $6.37 million. At December 31, 2016, United recognized the right to reclaim cash collateral of $18.5 million and the obligation to return cash collateral of $3.37$8.03 million. The right to reclaim cash collateral and the obligation to return cash collateral were included in the consolidated balance sheets in other assets and other liabilities, respectively.

The following table presents additional detail regarding repurchase agreements accounted for as secured borrowings and the securities underlying these agreements as of the dates indicatedDecember 31, 2018 (in thousands).

  Remaining Contractual Maturity of the Agreements 
  Overnight and             
  Continuous  Up to 30 Days  30 to 90 Days  91 to 110 days  Total 
                
As of December 31, 2017                    
Mortgage-backed securities $-  $-  $100,000  $-  $100,000 
                     
Total $-  $-  $100,000  $-  $100,000 
                     
Gross amount of recognized liabilities for repurchase agreements in offsetting disclosure                 $100,000 
Amounts related to agreements not included in offsetting disclosure                 $- 
                     
As of December 31, 2016                    
Mortgage-backed securities $-  $-  $50,000  $100,000  $150,000 
                     
Total $-  $-  $50,000  $100,000  $150,000 
                     
Gross amount of recognized liabilities for repurchase agreements in offsetting disclosure                 $150,000 
Amounts related to agreements not included in offsetting disclosure                 $- 

 Remaining Contractual Maturity of the Agreements
 Overnight and Continuous Up to 30 Days 30 to 90 Days 91 to 110 Days Total
As of December 31, 2018         
Mortgage-backed securities$
 $
 $50,000
 $
 $50,000
Total$
 $
 $50,000
 $
 $50,000
          
Gross amount of recognized liabilities for repurchase agreements in offsetting disclosure   $50,000
Amounts related to agreements not included in offsetting disclosure   $

United is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. United manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.

(6)Investment Securities


(6) Investment Securities

At December 31, 20172019 and 2016,2018, securities with a carrying value of $1.04 billion$918 million and $1.45 billion,$925 million, respectively, were pledged to secure public deposits, derivatives and other secured borrowings.

The cost basis, unrealized gains and losses, and fair value of debt securities held-to-maturity as of the dates indicated are as follows(in thousands):

     Gross  Gross    
  Amortized  Unrealized  Unrealized  Fair 
As of December 31, 2017 Cost  Gains  Losses  Value 
             
State and political subdivisions $71,959  $1,574  $178  $73,355 
Mortgage-backed securities(1)  249,135   2,211   3,425   247,921 
                 
Total $321,094  $3,785  $3,603  $321,276 
                 
As of December 31, 2016                
                 
State and political subdivisions $57,134  $2,197  $249  $59,082 
Mortgage-backed securities(1)  272,709   4,035   2,656   274,088 
                 
Total $329,843  $6,232  $2,905  $333,170 

(1) All are residential type mortgage-backed securities or U.S. government agency commercial mortgage backed securities.

88

  Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
As of December 31, 2019       
State and political subdivisions$45,479
 $1,574
 $9
 $47,044
Residential mortgage-backed securities, Agency153,967
 2,014
 694
 155,287
Commercial mortgage-backed, Agency84,087
 1,627
 141
 85,573
Total$283,533
 $5,215
 $844
 $287,904
        
As of December 31, 2018       
State and political subdivisions$68,551
 $952
 $2,191
 $67,312
Residential mortgage-backed securities, Agency176,488
 652
 5,094
 172,046
Commercial mortgage-backed, Agency29,368
 173
 96
 29,445
Total$274,407
 $1,777
 $7,381
 $268,803




85

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(6)Investment Securities, continued

(6) Investment Securities, continued


The cost basis, unrealized gains and losses, and fair value of debt securities available-for-sale as of the dates indicated are as follows(in thousands):

     Gross  Gross    
  Amortized  Unrealized  Unrealized  Fair 
As of December 31, 2017 Cost  Gains  Losses  Value 
             
U.S. Treasuries $122,025  $-  $912  $121,113 
U.S. Government agencies  26,129   269   26   26,372 
State and political subdivisions  195,663   2,019   396   197,286 
Mortgage-backed securities(1)  1,738,056   7,089   17,934   1,727,211 
Corporate bonds  305,265   1,513   425   306,353 
Asset-backed securities  236,533   1,078   153   237,458 
Other  57   -   -   57 
                 
Total $2,623,728  $11,968  $19,846  $2,615,850 
                 
As of December 31, 2016                
                 
U.S. Treasuries $170,360  $20  $764  $169,616 
U.S. Government agencies  21,053   6   239   20,820 
State and political subdivisions  74,555   176   554   74,177 
Mortgage-backed securities(1)  1,397,435   8,924   14,677   1,391,682 
Corporate bonds  306,824   591   2,023   305,392 
Asset-backed securities  468,742   2,798   1,971   469,569 
Other  1,182   -   -   1,182 
                 
Total $2,440,151  $12,515  $20,228  $2,432,438 

(1) All are residential type mortgage-backed securities or U.S. government agency commercial mortgage backed securities.

The following summarizes available-for-sale securities sales activities for the years ended December 31(in thousands):

  2017  2016  2015 
          
Proceeds from sales $340,540  $199,864  $353,860 
             
Gross gains on sales $1,247  $1,647  $2,409 
Gross losses on sales  (1,205)  (665)  (154)
             
Net gains on sales of securities $42  $982  $2,255 
             
Income tax expense attributable to sales $14  $371  $862 

  Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
As of December 31, 2019       
U.S. Treasuries$152,990
 $1,628
 $
 $154,618
U.S. Government agencies2,848
 188
 1
 3,035
State and political subdivisions214,677
 11,813
 
 226,490
Residential mortgage-backed securities, Agency1,030,948
 12,022
 726
 1,042,244
Residential mortgage-backed securities, Non-agency250,550
 6,231
 
 256,781
Commercial mortgage-backed, Agency266,770
 2,261
 128
 268,903
Commercial mortgage-backed, Non-agency15,395
 918
 263
 16,050
Corporate bonds202,131
 1,178
 218
 203,091
Asset-backed securities104,298
 743
 1,672
 103,369
Total$2,240,607
 $36,982
 $3,008
 $2,274,581
        
As of December 31, 2018       
U.S. Treasuries$150,712
 $767
 $2,172
 $149,307
U.S. Government agencies25,493
 335
 275
 25,553
State and political subdivisions234,750
 907
 1,716
 233,941
Residential mortgage-backed securities, Agency1,125,194
 2,448
 20,124
 1,107,518
Residential mortgage-backed securities, Non-agency339,186
 980
 1,774
 338,392
Commercial mortgage-backed, Agency384,222
 1
 7,339
 376,884
Commercial mortgage-backed, Non-agency15,441
 186
 594
 15,033
Corporate bonds200,582
 502
 1,921
 199,163
Asset-backed securities184,683
 328
 2,335
 182,676
Total$2,660,263
 $6,454
 $38,250
 $2,628,467

At year-end 20172019 and 2016,2018, there were no holdings of debt obligations of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.

89

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(6)Investment Securities, continued

The following summarizes debt securities held-to-maturity in an unrealized loss position as of the dates indicated(in thousands):

  Less than 12 Months  12 Months or More  Total 
As of December 31, 2017 Fair Value  Unrealized
Loss
  Fair Value  Unrealized
Loss
  Fair Value  Unrealized
Loss
 
                   
State and political subdivisions $8,969  $178  $-  $-  $8,969  $178 
Mortgage-backed securities  95,353   1,448   65,868   1,977   161,221   3,425 
Total unrealized loss position $104,322  $1,626  $65,868  $1,977  $170,190  $3,603 
                         
As of December 31, 2016                        
                         
State and political subdivisions $18,359  $249  $-  $-  $18,359  $249 
Mortgage-backed securities  118,164   2,656   -   -   118,164   2,656 
Total unrealized loss position $136,523  $2,905  $-  $-  $136,523  $2,905 

 Less than 12 Months 12 Months or More Total
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
As of December 31, 2019           
State and political subdivisions$10,117
 $9
 $
 $
 $10,117
 $9
Residential mortgage-backed securities, Agency16,049
 64
 48,237
 630
 64,286
 694
Commercial mortgage-backed, Agency21,841
 87
 1,685
 54
 23,526
 141
Total unrealized loss position$48,007
 $160
 $49,922
 $684
 $97,929
 $844
            
As of December 31, 2018           
State and political subdivisions$7,062
 $46
 $34,146
 $2,145
 $41,208
 $2,191
Residential mortgage-backed securities, Agency6,579
 61
 136,376
 5,033
 142,955
 5,094
Commercial mortgage-backed, Agency
 
 4,290
 96
 4,290
 96
Total unrealized loss position$13,641
 $107
 $174,812
 $7,274
 $188,453
 $7,381



86

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(6) Investment Securities, continued


The following summarizes debt securities available-for-sale in an unrealized loss position as of the dates indicated(in thousands):

  Less than 12 Months  12 Months or More  Total 
As of December 31, 2017 Fair Value  Unrealized
Loss
  Fair Value  Unrealized
Loss
  Fair Value  Unrealized
Loss
 
                   
U.S. Treasuries $121,113  $912  $-  $-  $121,113  $912 
U.S. Government agencies  1,976   13   1,677   13   3,653   26 
State and political subdivisions  61,494   365   5,131   31   66,625   396 
Mortgage-backed securities  964,205   8,699   328,923   9,235   1,293,128   17,934 
Corporate bonds  55,916   325   900   100   56,816   425 
Asset-backed securities  28,695   126   5,031   27   33,726   153 
Total unrealized loss position $1,233,399  $10,440  $341,662  $9,406  $1,575,061  $19,846 
                         
As of December 31, 2016                        
                         
U.S. Treasuries $145,229  $764  $-  $-  $145,229  $764 
U.S. Government agencies  19,685   239   -   -   19,685   239 
State and political subdivisions  61,782   554   -   -   61,782   554 
Mortgage-backed securities  810,686   13,952   26,279   725   836,965   14,677 
Corporate bonds  228,504   1,597   15,574   426   244,078   2,023 
Asset-backed securities  54,477   540   115,338   1,431   169,815   1,971 
Total unrealized loss position $1,320,363  $17,646  $157,191  $2,582  $1,477,554  $20,228 

 Less than 12 Months 12 Months or More Total
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
As of December 31, 2019           
U.S. Government agencies$404
 $1
 $
 $
 $404
 $1
Residential mortgage-backed securities, Agency228,611
 576
 18,294
 150
 246,905
 726
Commercial mortgage-backed, Agency
 
 33,517
 128
 33,517
 128
Commercial mortgage-backed, Non-agency
 
 4,864
 263
 4,864
 263
Corporate bonds19,742
 216
 998
 2
 20,740
 218
Asset-backed securities32,294
 625
 38,990
 1,047
 71,284
 1,672
Total unrealized loss position$281,051
 $1,418
 $96,663
 $1,590
 $377,714
 $3,008
            
As of December 31, 2018           
U.S. Treasuries$
 $
 $120,391
 $2,172
 $120,391
 $2,172
U.S. Government agencies
 
 21,519
 275
 21,519
 275
State and political subdivisions15,160
 28
 133,500
 1,688
 148,660
 1,716
Residential mortgage-backed securities, Agency80,202
 332
 723,094
 19,792
 803,296
 20,124
Residential mortgage-backed securities, Non-agency154,381
 476
 52,266
 1,298
 206,647
 1,774
Commercial mortgage-backed, Agency
 
 355,292
 7,339
 355,292
 7,339
Commercial mortgage-backed, Non-agency4,552
 594
 
 
 4,552
 594
Corporate bonds
 
 117,296
 1,921
 117,296
 1,921
Asset-backed securities74,492
 1,879
 31,968
 456
 106,460
 2,335
Total unrealized loss position$328,787
 $3,309
 $1,555,326
 $34,941
 $1,884,113
 $38,250

At December 31, 2017,2019, there were 21151 debt securities available-for-sale and 33 debt securities and 61 held-to-maturity securities that were in an unrealized loss position. Management does not intend to sell nor believes it will be required to sell securities in an unrealized loss position prior to the recovery of its amortized cost basis. Unrealized losses at December 31, 20172019 and 20162018 were primarily attributable to changes in interest rates.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, among other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analyst’s reports. NoNaN impairment charges were recognized during 2017, 20162019, 2018 or 2015.

2017.

Realized gains and losses are derived using the specific identification method for determining the cost of the securities sold.

90
The following summarizes securities sales activities for the years ended December 31 (in thousands)

  2019 2018 2017 
 Proceeds from sales$352,106
 $168,891
 $340,540
 
        
 Gross gains on sales$1,843
 $2,082
 $1,247
 
 Gross losses on sales(2,864) (2,738) (1,205) 
 Net (losses) gains on sales of securities$(1,021) $(656) $42
 
        
 Income tax (benefit) expense attributable to sales$(247) $(132) $14
 




87

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(6)Investment Securities, continued

(6) Investment Securities, continued


The amortized cost and fair value of debt available-for-sale and held-to-maturity securities at December 31, 2017,2019, by contractual maturity, are presented in the following table(in thousands):

  Available-for-Sale  Held-to-Maturity 
  Amortized Cost  Fair Value  Amortized Cost  Fair Value 
             
US Treasuries:                
1 to 5 years $74,465  $73,798  $-  $- 
5 to 10 years  47,560   47,315   -   - 
   122,025   121,113   -   - 
                 
US Government agencies:                
1 to 5 years  18,204   18,210   -   - 
5 to 10 years  2,668   2,648   -   - 
More than 10 years  5,257   5,514   -   - 
   26,129   26,372   -   - 
                 
State and political subdivisions:                
Within 1 year  1,500   1,509   3,585   3,609 
1 to 5 years  45,327   45,326   18,605   19,208 
5 to 10 years  27,595   27,743   11,096   11,940 
More than 10 years  121,241   122,708   38,673   38,598 
   195,663   197,286   71,959   73,355 
                 
Corporate bonds:                
1 to 5 years  240,626   241,501   -   - 
5 to 10 years  63,639   63,952   -   - 
More than 10 years  1,000   900   -   - 
   305,265   306,353   -   - 
                 
Asset-backed securities:                
1 to 5 years  5,838   5,999   -   - 
5 to 10 years  70,774   71,049   -   - 
More than 10 years  159,921   160,410   -   - 
   236,533   237,458   -   - 
                 
Other:                
More than 10 years  57   57   -   - 
   57   57   -   - 
                 
Total securities other than mortgage-backed securities:                
Within 1 year  1,500   1,509   3,585   3,609 
1 to 5 years  384,460   384,834   18,605   19,208 
5 to 10 years  212,236   212,707   11,096   11,940 
More than 10 years  287,476   289,589   38,673   38,598 
                 
Mortgage-backed securities  1,738,056   1,727,211   249,135   247,921 
                 
  $2,623,728  $2,615,850  $321,094  $321,276 

 Available-for-Sale Held-to-Maturity
 Amortized Cost Fair Value Amortized Cost Fair Value
US Treasuries: 
  
  
  
Within 1 year$29,877
 $29,962
 $
 $
1 to 5 years123,113
 124,656
 
 
 152,990
 154,618
 
 
US Government agencies:       
1 to 5 years405
 404
 
 
More than 10 years2,443
 2,631
 
 
 2,848
 3,035
 
 
State and political subdivisions:       
Within 1 year935
 939
 1,350
 1,369
1 to 5 years54,102
 55,491
 11,761
 12,370
5 to 10 years22,585
 23,766
 6,202
 6,866
More than 10 years137,055
 146,294
 26,166
 26,439
 214,677
 226,490
 45,479
 47,044
Corporate bonds:       
Within 1 year170,007
 170,380
 
 
1 to 5 years27,624
 28,171
 
 
5 to 10 years3,500
 3,542
 
 
More than 10 years1,000
 998
 
 
 202,131
 203,091
 
 
Asset-backed securities:       
1 to 5 years1,585
 1,578
 
 
More than 10 years102,713
 101,791
 
 
 104,298
 103,369
 
 
Total securities other than mortgage-backed securities:       
Within 1 year200,819
 201,281
 1,350
 1,369
1 to 5 years206,829
 210,300
 11,761
 12,370
5 to 10 years26,085
 27,308
 6,202
 6,866
More than 10 years243,211
 251,714
 26,166
 26,439
Residential mortgage-backed securities1,281,498
 1,299,025
 153,967
 155,287
Commercial mortgage-backed securities282,165
 284,953
 84,087
 85,573
 $2,240,607
 $2,274,581
 $283,533
 $287,904

Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

91



88

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements


(7)Loans and Leases and Allowance for Credit Losses


Major classifications of loansthe loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”) are summarized as of the dates indicated as follows(in thousands):

  December 31, 
  2017  2016 
       
Owner occupied commercial real estate $1,923,993  $1,650,360 
Income producing commercial real estate  1,595,174   1,281,541 
Commercial & industrial  1,130,990   1,069,715 
Commercial construction  711,936   633,921 
Total commercial  5,362,093   4,635,537 
Residential mortgage  973,544   856,725 
Home equity lines of credit  731,227   655,410 
Residential construction  183,019   190,043 
Consumer direct  127,504   123,567 
Indirect auto  358,185   459,354 
         
Total loans  7,735,572   6,920,636 
         
Less allowance for loan losses  (58,914)  (61,422)
         
Loans, net $7,676,658  $6,859,214 

  December 31, 
  2019 2018 
 Owner occupied commercial real estate$1,720,227
 $1,647,904
 
 Income producing commercial real estate2,007,950
 1,812,420
 
 Commercial & industrial1,220,657
 1,278,347
 
 Commercial construction976,215
 796,158
 
 Equipment financing744,544
 564,614
 
 Total commercial6,669,593
 6,099,443
 
 Residential mortgage1,117,616
 1,049,232
 
 Home equity lines of credit660,675
 694,010
 
 Residential construction236,437
 211,011
 
 Consumer128,232
 122,013
 
 Indirect auto
 207,692
 
 Total loans8,812,553
 8,383,401
 
 Less allowance for loan losses(62,089) (61,203) 
 Loans, net$8,750,464
 $8,322,198
 

At December 31, 20172019 and 2016,2018, $1.30 million and $1.19 million, respectively, in overdrawn deposit accounts were reclassified as consumer loans.

At December 31, 2019 and 2018, loans with a carrying value of $3.73$4.06 billion and $3.33$3.98 billion were pledged as collateral to secure FHLB advances, securitized notes payable and other contingent funding sources.

At December 31, 2017,2019, the carrying value and outstanding balance of PCI loans was $98.5$58.6 million and $142$83.1 million, respectively. At December 31, 2016,2018, the carrying value and outstanding balance of PCI loans was $62.8$74.4 million and $87.9$109 million, respectively. The following table presents changes in the value of the accretable yield for PCI loans for the years ended December 31(in thousands):

  2017  2016 
Balance at beginning of period $7,981  $4,279 
Additions due to acquisitions  6,723   2,113 
Accretion  (7,451)  (4,223)
Reclassification from nonaccretable difference  7,283   3,321 
Changes in expected cash flows that do not affect nonaccretable difference  3,150   2,491 
Balance at end of period $17,686  $7,981 

 2019 2018
Balance at beginning of period$26,868
 $17,686
Additions due to acquisitions1,300
 1,977
Accretion(17,885) (13,696)
Reclassification from nonaccretable difference9,237
 15,326
Changes in expected cash flows that do not affect nonaccretable difference4,400
 5,575
Balance at end of period$23,920
 $26,868

In addition to the accretable yield on PCI loans, the fair value adjustments on non-PCI purchased loans outside the scope of ASC Topic 310-30 are also accreted to interest income over the life of the loans. At December 31, 20172019 and 2016,2018, the remaining accretable net fair value markdiscount on these loans acquired through a business combination and not accounted for under ASC Topic 310-30 was $14.7$5.00 million and $7.14$4.31 million, respectively. In addition,respectively, which included a net premium on acquired equipment financing loans.

During 2019, United sold $81.1 million of SBA/USDA guaranteed loans, $103 million of indirect auto loans, purchased at a premium outsideand $31.0 million of a business combination had a remaining premiumequipment financing receivables. The gains and losses on these loan sales were included in noninterest income on the consolidated statements of $7.84income. During 2018 and 2017, United sold SBA/USDA guaranteed loans totaling $121 million and $11.4$117 million, respectively, at December 31, 2017 and 2016. During the years ended December 31, 2017 and 2016, United purchased indirect auto loans of $81.7 million and $191 million, respectively.

In the ordinary course of business, the Bank may grant loans to executive officers and directors of the holding company and the Bank, including their immediate families and companies with which they are associated. Such loans are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other customers. The following is a summary of such loans outstanding and the activity in these loans for the years ended December 31(in thousands):

  2017  2016 
Balance at beginning of period $2,432  $2,732 
New loans and advances  86   1 
Repayments  (256)  (301)
         
Balance at end of period $2,262  $2,432 

92


89

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

(7) Loans and Leases and Allowance for Credit Losses, continued

At December 31, 2019 and 2018, equipment financing assets included leases of $37.4 million and $30.4 million, respectively. The components of the net investment in leases, which included both sales-type and direct financing, are presented below (in thousands)
  December 31, 
  2019 2018 
 Minimum future lease payments receivable$39,709
 $31,915
 
 Estimated residual value of leased equipment3,631
 3,593
 
 Initial direct costs842
 827
 
 Security deposits(989) (1,189) 
 Purchase accounting premium273
 806
 
 Unearned income(6,088) (5,568) 
 Net investment in leases$37,378
 $30,384
 

Minimum future lease payments expected to be received from equipment financing lease contracts as of December 31, 2019 are as follows (in thousands)
 Year  
 2020$14,772
 
 202111,177
 
 20227,549
 
 20234,436
 
 20241,462
 
 Thereafter313
 
 Total$39,709
 



90

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Loans and Leases and Allowance for Credit Losses, continued

Allowance for Credit Losses and Loans Individually Evaluated for Impairment
The allowance for loan losses represents management’s estimate of probable incurred losses in the loan portfolio as of the end of the period. The allowance for unfunded commitments is included in other liabilities in the consolidated balance sheets. Combined, the allowance for loan losses and allowance for unfunded commitments are referred to as the allowance for credit losses.

The following table presents the balance and activity in the allowance for credit losses by portfolio segment for the periods indicated(in thousands):

Year Ended December 31, 2017 Beginning
Balance
  Charge-
Offs
  Recoveries  Provision  Ending
Balance
 
                
Owner occupied commercial real estate $16,446  $(406) $980  $(2,244) $14,776 
Income producing commercial real estate  8,843   (2,985)  178   3,345   9,381 
Commercial & industrial  3,810   (1,528)  1,768   (79)  3,971 
Commercial construction  13,405   (1,023)  1,018   (2,877)  10,523 
Residential mortgage  8,545   (1,473)  314   2,711   10,097 
Home equity lines of credit  4,599   (1,435)  567   1,446   5,177 
Residential construction  3,264   (129)  178   (584)  2,729 
Consumer direct  708   (1,803)  917   888   710 
Indirect auto  1,802   (1,420)  284   884   1,550 
Total allowance for loan losses  61,422   (12,202)  6,204   3,490   58,914 
Allowance for unfunded commitments  2,002   -   -   310   2,312 
Total allowance for credit losses $63,424  $(12,202) $6,204  $3,800  $61,226 
                
Year Ended December 31, 2016 Beginning
Balance
  Charge-
Offs
  Recoveries  Provision  Ending
Balance
 
                
Owner occupied commercial real estate $18,016  $(2,029) $706  $(247) $16,446 
Income producing commercial real estate  11,548   (1,433)  580   (1,852)  8,843 
Commercial & industrial  4,433   (1,830)  1,689   (482)  3,810 
Commercial construction  9,553   (837)  821   3,868   13,405 
Residential mortgage  12,719   (1,151)  301   (3,324)  8,545 
Home equity lines of credit  5,956   (1,690)  386   (53)  4,599 
Residential construction  4,002   (533)  79   (284)  3,264 
Consumer direct  828   (1,459)  800   539   708 
Indirect auto  1,393   (1,399)  233   1,575   1,802 
Total allowance for loan losses  68,448   (12,361)  5,595   (260)  61,422 
Allowance for unfunded commitments  2,542   -   -   (540)  2,002 
Total allowance for credit losses $70,990  $(12,361) $5,595  $(800) $63,424 
                
Year Ended December 31, 2015 Beginning
Balance
  Charge-
Offs
  Recoveries  Provision  Ending
Balance
 
                
Owner occupied commercial real estate $18,174  $(2,901) $755  $1,988  $18,016 
Income producing commercial real estate  14,517   (1,280)  866   (2,555)  11,548 
Commercial & industrial  3,252   (1,358)  2,174   365   4,433 
Commercial construction  10,901   (1,947)  736   (137)  9,553 
Residential mortgage  14,133   (1,615)  1,080   (879)  12,719 
Home equity lines of credit  4,476   (1,094)  242   2,332   5,956 
Residential construction  4,374   (851)  173   306   4,002 
Consumer direct  731   (1,597)  1,044   650   828 
Indirect auto  1,061   (772)  86   1,018   1,393 
Total allowance for loan losses  71,619   (13,415)  7,156   3,088   68,448 
Allowance for unfunded commitments  1,930   -   -   612   2,542 
Total allowance for credit losses $73,549  $(13,415) $7,156  $3,700  $70,990 

93

Year Ended December 31, 2019 
Beginning
Balance
 Charge-Offs Recoveries Provision 
Ending
Balance
Owner occupied commercial real estate $12,207
 $(5) $375
 $(1,173) $11,404
Income producing commercial real estate 11,073
 (1,227) 283
 2,177
 12,306
Commercial & industrial 4,802
 (5,849) 852
 5,461
 5,266
Commercial construction 10,337
 (290) 1,165
 (1,544) 9,668
Equipment financing 5,452
 (5,675) 781
 6,826
 7,384
Residential mortgage 8,295
 (616) 481
 (79) 8,081
Home equity lines of credit 4,752
 (996) 610
 209
 4,575
Residential construction 2,433
 (306) 157
 220
 2,504
Consumer 853
 (2,390) 911
 1,527
 901
Indirect auto 999
 (663) 186
 (522) 
Total allowance for loan losses 61,203
 (18,017) 5,801
 13,102
 62,089
Allowance for unfunded commitments 3,410
 
 
 48
 3,458
Total allowance for credit losses $64,613
 $(18,017) $5,801
 $13,150
 $65,547
Year Ended December 31, 2018 
Beginning
Balance
 Charge-Offs Recoveries Provision 
Ending
Balance
Owner occupied commercial real estate $14,776
 $(303) $1,227
 $(3,493) $12,207
Income producing commercial real estate 9,381
 (3,304) 1,064
 3,932
 11,073
Commercial & industrial 3,971
 (1,669) 1,390
 1,110
 4,802
Commercial construction 10,523
 (622) 734
 (298) 10,337
Equipment financing 
 (1,536) 460
 6,528
 5,452
Residential mortgage 10,097
 (754) 336
 (1,384) 8,295
Home equity lines of credit 5,177
 (1,194) 423
 346
 4,752
Residential construction 2,729
 (54) 376
 (618) 2,433
Consumer 710
 (2,445) 807
 1,781
 853
Indirect auto 1,550
 (1,277) 228
 498
 999
Total allowance for loan losses 58,914
 (13,158) 7,045
 8,402
 61,203
Allowance for unfunded commitments 2,312
 
 
 1,098
 3,410
Total allowance for credit losses $61,226
 $(13,158) $7,045
 $9,500
 $64,613
Year Ended December 31, 2017 
Beginning
Balance
 Charge-Offs Recoveries Provision 
Ending
Balance
Owner occupied commercial real estate $16,446
 $(406) $980
 $(2,244) $14,776
Income producing commercial real estate 8,843
 (2,985) 178
 3,345
 9,381
Commercial & industrial 3,810
 (1,528) 1,768
 (79) 3,971
Commercial construction 13,405
 (1,023) 1,018
 (2,877) 10,523
Equipment financing 
 
 
 
 
Residential mortgage 8,545
 (1,473) 314
 2,711
 10,097
Home equity lines of credit 4,599
 (1,435) 567
 1,446
 5,177
Residential construction 3,264
 (129) 178
 (584) 2,729
Consumer 708
 (1,803) 917
 888
 710
Indirect auto 1,802
 (1,420) 284
 884
 1,550
Total allowance for loan losses 61,422
 (12,202) 6,204
 3,490
 58,914
Allowance for unfunded commitments 2,002
 
 
 310
 2,312
Total allowance for credit losses $63,424
 $(12,202) $6,204
 $3,800
 $61,226



91

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

(7) Loans and Leases and Allowance for Credit Losses, continued

The following table presents the recorded investment in loans by portfolio segment and the balance of the allowance for loan losses assigned to each segment based on the method of evaluating the loans for impairment for the periods indicated(in thousands):

  Allowance for Loan Losses 
  December 31, 2017  December 31, 2016 
  Individually
evaluated
for
impairment
  Collectively
evaluated for
impairment
  PCI  Ending
Balance
  Individually
evaluated
for
impairment
  Collectively
evaluated for
impairment
  PCI  Ending
Balance
 
                         
Owner occupied commercial real estate $1,255  $13,521  $-  $14,776  $1,746  $14,700  $-  $16,446 
Income producing commercial real estate  562   8,813   6   9,381   885   7,919   39   8,843 
Commercial & industrial  27   3,944   -   3,971   58   3,752   -   3,810 
Commercial construction  156   10,367   -   10,523   168   13,218   19   13,405 
Residential mortgage  1,174   8,919   4   10,097   517   7,997   31   8,545 
Home equity lines of credit  -   5,177   -   5,177   2   4,597   -   4,599 
Residential construction  75   2,654   -   2,729   64   3,198   2   3,264 
Consumer direct  7   700   3   710   12   696   -   708 
Indirect auto  -   1,550   -   1,550   -   1,802   -   1,802 
Total allowance for loan losses  3,256   55,645   13   58,914   3,452   57,879   91   61,422 
Allowance for unfunded commitments  -   2,312   -   2,312   -   2,002   -   2,002 
Total allowance for credit losses $3,256  $57,957  $13  $61,226  $3,452  $59,881  $91  $63,424 
                         
  Loans Outstanding 
  December 31, 2017  December 31, 2016 
  Individually
evaluated
for
impairment
  Collectively
evaluated for
impairment
  PCI  Ending
Balance
  Individually
evaluated
for
impairment
  Collectively
evaluated for
impairment
  PCI  Ending
Balance
 
                         
Owner occupied commercial real estate $21,823  $1,876,411  $25,759  $1,923,993  $31,421  $1,600,355  $18,584  $1,650,360 
Income producing commercial real estate  16,483   1,533,851   44,840   1,595,174   30,459   1,225,763   25,319   1,281,541 
Commercial & industrial  2,654   1,126,894   1,442   1,130,990   1,915   1,066,764   1,036   1,069,715 
Commercial construction  3,813   699,266   8,857   711,936   5,050   620,543   8,328   633,921 
Residential mortgage  14,193   946,210   13,141   973,544   13,706   836,624   6,395   856,725 
Home equity lines of credit  101   728,235   2,891   731,227   63   653,337   2,010   655,410 
Residential construction  1,577   180,978   464   183,019   1,594   187,516   933   190,043 
Consumer direct  270   126,114   1,120   127,504   290   123,118   159   123,567 
Indirect auto  1,396   356,789   -   358,185   1,165   458,189   -   459,354 
Total loans $62,310  $7,574,748  $98,514  $7,735,572  $85,663  $6,772,209  $62,764  $6,920,636 

Management considers all non-PCI relationships that are on nonaccrual with a balance of $500,000 or greater and all TDRs to be impaired.

 Allowance for Credit Losses
 December 31, 2019 December 31, 2018
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 PCI 
Ending
Balance
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 PCI 
Ending
Balance
Owner occupied commercial real estate$816
 $10,483
 $105
 $11,404
 $862
 $11,328
 $17
 $12,207
Income producing commercial real estate770
 11,507
 29
 12,306
 402
 10,671
 
 11,073
Commercial & industrial21
 5,193
 52
 5,266
 32
 4,761
 9
 4,802
Commercial construction55
 9,613
 
 9,668
 71
 9,974
 292
 10,337
Equipment financing
 7,240
 144
 7,384
 
 5,045
 407
 5,452
Residential mortgage782
 7,296
 3
 8,081
 861
 7,410
 24
 8,295
Home equity lines of credit16
 4,541
 18
 4,575
 1
 4,740
 11
 4,752
Residential construction47
 2,456
 1
 2,504
 51
 2,382
 
 2,433
Consumer5
 885
 11
 901
 6
 847
 
 853
Indirect auto
 
 
 
 26
 973
 
 999
Total allowance for loan losses2,512
 59,214
 363
 62,089
 2,312
 58,131
 760
 61,203
Allowance for unfunded commitments
 3,458
 
 3,458
 
 3,410
 
 3,410
Total allowance for credit losses$2,512
 $62,672
 $363
 $65,547
 $2,312
 $61,541
 $760
 $64,613
 Loans Outstanding
 December 31, 2019 December 31, 2018
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 PCI 
Ending
Balance
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 PCI 
Ending
Balance
Owner occupied commercial real estate$19,233
 $1,692,448
 $8,546
 $1,720,227
 $17,602
 $1,620,450
 $9,852
 $1,647,904
Income producing commercial real estate18,134
 1,962,588
 27,228
 2,007,950
 16,584
 1,757,525
 38,311
 1,812,420
Commercial & industrial1,449
 1,218,882
 326
 1,220,657
 1,621
 1,276,318
 408
 1,278,347
Commercial construction3,675
 965,678
 6,862
 976,215
 2,491
 787,760
 5,907
 796,158
Equipment financing1,027
 739,532
 3,985
 744,544
 
 556,672
 7,942
 564,614
Residential mortgage15,991
 1,092,046
 9,579
 1,117,616
 14,220
 1,025,862
 9,150
 1,049,232
Home equity lines of credit992
 658,273
 1,410
 660,675
 276
 692,122
 1,612
 694,010
Residential construction1,256
 234,807
 374
 236,437
 1,207
 209,070
 734
 211,011
Consumer214
 127,682
 336
 128,232
 211
 121,269
 533
 122,013
Indirect auto
 
 
 
 1,237
 206,455
 
 207,692
Total loans$61,971
 $8,691,936
 $58,646
 $8,812,553
 $55,449
 $8,253,503
 $74,449
 $8,383,401

A loan is considered impaired when, based on current events and circumstances, it is probable that all amounts due according to the original contractual terms of the loan will not be collected. All TDRs are consideredOn a quarterly basis, management individually evaluates certain impaired regardlessloans, including all non-PCI nonaccrual relationships with a balance of accrual status.$500,000 or greater and all troubled debt restructurings (“TDRs”) for impairment. Impairment for collateral dependent loans within this population is measured based on the presentfair value of expected future cash flows, discounted at the loan’s effective interest rate,collateral. If impairment is identified, the loan’s observable market price, orloan is generally charged down to the fair value of the underlying collateral, ifless selling costs. Impairment for non-collateral dependent TDRs within this population is measured based on discounted cash flows or the loan is collateral dependent. A specific reserve is established for impaired loans for the amount of calculated impairment. Interest payments received on impaired nonaccrual loans are applied as a reduction of the outstanding principal balance. For impaired loans not on nonaccrual status, interest is accrued according to the terms of the loan agreement. Loans are evaluated for impairment quarterly and specific reserves are establishedloan’s observable market price. Impairment identified using these methods would result in the allowance for loan losses for any measured impairment.

establishment of a specific reserve.

Each quarter, management prepares an analysis of the allowance for credit losses to determine the appropriate balance that measures and quantifies the amount of probable incurred losses in the loan portfolio.portfolio and unfunded loan commitments. The allowance is comprised of specific reserves on individually impaired loans, which are determined as described above, and general reserves, which are determined based on historical loss experience as adjusted for current trends and economic conditions multiplied by a loss emergence period factor.


92

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Loans and Leases and Allowance for Credit Losses, continued

Management calculates the loss emergence period for each pool of loans based on the weighted average length of time between the date a loan first exceeds 30 days past due and the date the loan is charged off.

On junior lien home equity loans, management has limited ability to monitor the delinquency status of the first lien unless the first lien is also held by United. As a result, management applies the weighted average historical loss factor for this category and appropriately adjusts it to reflect the increased risk of loss from these credits.

94

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

Management carefully reviews the resulting loss factors for each category of the loan portfolio and evaluates whether qualitative adjustments are necessary to take into consideration recent credit trends such as increases or decreases in past due, nonaccrual, criticized and classified loans, and other macro environmental factors such as changes in unemployment rates, lease vacancyemployment rates, debt per capita, home price indices, and trends in property values and absorption rates.

real estate value indices.

Management believes that its method of determining the balance of the allowance for credit losses provides a reasonable and reliable basis for measuring and reporting losses that are incurred in the loan portfolio as of the reporting date.

When a loan officer determines that a loan is uncollectible, he or she is responsible for recommending that the loan be placed on nonaccrual status evaluating the loanand evaluated for impairment, and,which, if necessary, could result in fully or partially charging off the loan.loan or establishing a specific reserve. Full or partial charge-offs may also be recommended by the Collections Department, the Special Assets Department, the Loss Mitigation Department and the Foreclosure/OREO Department. Nonaccrual real estate loans that are collateral dependent are generally charged down to fair value less costs to sell at the time they are placed on nonaccrual status.

Commercial, mortgage, and consumer asset quality committees consisting of the Chief Credit Officer, Senior Risk Officers and Senior Credit Officers meet monthly to review charge-offs that have occurred during the previous month.

Participants include the respective Chief Commercial Credit Officer, Chief Retail Credit Officer, Senior Risk Officers, Senior Credit Officers, Regional Credit Managers, and Special Asset Officers.


Generally, closed-end retail loans (installment and residential mortgage loans) past due 90 cumulative days are written down to their collateral value less estimated selling costs. Open-end (revolving) unsecured (revolving) retail loans which are past due 90 cumulative days from their contractual due date are generally charged off.

At




93

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Loans and Leases and Allowance for Credit Losses, continued

The following table presents loans individually evaluated for impairment by class of loans as of the dates indicated (in thousands):
 December 31, 2019 December 31, 2018
 Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated Unpaid Principal Balance Recorded Investment Allowance for Loan Losses Allocated
With no related allowance recorded: 
  
  
  
  
  
Owner occupied commercial real estate$9,527
 $8,118
 $
 $8,650
 $6,546
 $
Income producing commercial real estate5,159
 4,956
 
 9,986
 9,881
 
Commercial & industrial1,144
 890
 
 525
 370
 
Commercial construction2,458
 2,140
 
 685
 507
 
Equipment financing1,027
 1,027
 
 
 
 
Total commercial19,315
 17,131
 
 19,846
 17,304
 
Residential mortgage7,362
 6,436
 
 5,787
 5,202
 
Home equity lines of credit1,116
 861
 
 330
 234
 
Residential construction731
 626
 
 554
 428
 
Consumer66
 53
 
 18
 17
 
Indirect auto
 
 
 294
 292
 
Total with no related allowance recorded28,590
 25,107
 
 26,829
 23,477
 
With an allowance recorded:           
Owner occupied commercial real estate11,136
 11,115
 816
 11,095
 11,056
 862
Income producing commercial real estate13,591
 13,178
 770
 6,968
 6,703
 402
Commercial & industrial559
 559
 21
 1,652
 1,251
 32
Commercial construction1,535
 1,535
 55
 2,130
 1,984
 71
Equipment financing
 
 
 
 
 
Total commercial26,821
 26,387
 1,662
 21,845
 20,994
 1,367
Residential mortgage9,624
 9,555
 782
 9,169
 9,018
 861
Home equity lines of credit146
 131
 16
 45
 42
 1
Residential construction643
 630
 47
 791
 779
 51
Consumer161
 161
 5
 199
 194
 6
Indirect auto
 
 
 946
 945
 26
Total with an allowance recorded37,395
 36,864
 2,512
 32,995
 31,972
 2,312
Total$65,985
 $61,971
 $2,512
 $59,824
 $55,449
 $2,312


As of December 31, 20172019 and 2016, $1.282018, United has allocated $2.51 million and $870,000,$2.31 million, respectively, of specific reserves to customers whose loan terms have been modified in overdrawn deposit accountsTDRs. As of December 31, 2019 and December 31, 2018, there were reclassified0 commitments to lend additional amounts to customers with outstanding loans classified as commercialTDRs.
The modification of the TDR terms included one or a combination of the following: a reduction of the stated interest rate of the loan or an extension of the amortization period that would not otherwise be considered in the current market for new debt with similar risk characteristics; a restructuring of the borrower’s debt into an “A/B note structure” in which the A note would fall within the borrower’s ability to pay and industrialthe remainder would be included in the B note; a mandated bankruptcy restructuring; or interest-only payment terms greater than 90 days where the borrower is unable to amortize the loan. Modified PCI loans are not accounted for as TDRs because they are not separated from the pools, and as such are not classified as impaired loans.



94

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Loans and Leases and Allowance for Credit Losses, continued

Loans modified under the terms of a TDR during the years ended December 31 are presented in the table below. In addition, the following table presents loans modified under the terms of a TDR that defaulted (became 90 days or more delinquent) during the years ended December 31 that were initially restructured within one year prior to default (dollars in thousands):
  New TDRs
  
 Number of
Contracts
 Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment by Type of Modification TDRs Modified Within the Year That Have Subsequently Defaulted
Year Ended December 31, 2019   
Rate
Reduction
 Structure Other Total Number of Contracts 
Recorded
Investment
Owner occupied commercial real estate 4
 $1,864
 $
 $1,739
 $
 $1,739
 
 $
Income producing commercial real estate 3
 9,126
 
 9,013
 
 9,013
 
 
Commercial & industrial 2
 136
 
 75
 7
 82
 
 
Commercial construction 
 
 
 
 
 
 
 
Equipment financing 9
 1,071
 
 1,071
 
 1,071
 
 
Total commercial 18
 12,197
 
 11,898
 7
 11,905
 
 
Residential mortgage 15
 2,102
 
 2,057
 
 2,057
 1
 135
Home equity lines of credit 1
 50
 
 50
 
 50
 
 
Residential construction 1
 22
 
 
 21
 21
 1
 13
Consumer 5
 46
 
 
 45
 45
 
 
Indirect auto 15
 271
 
 
 262
 262
 
 
Total loans 55
 $14,688
 $
 $14,005
 $335
 $14,340
 2
 $148
Year Ended December 31, 2018                
Owner occupied commercial real estate 5
 $1,438
 $
 $1,387
 $
 $1,387
 3
 $1,869
Income producing commercial real estate 2
 3,753
 106
 3,637
 
 3,743
 
 
Commercial & industrial 2
 108
 
 32
 
 32
 1
 232
Commercial construction 
 
 
 
 
 
 1
 3
Equipment financing 
 
 
 
 
 
 
 
Total commercial 9
 5,299
 106
 5,056
 
 5,162
 5
 2,104
Residential mortgage 15
 1,933
 130
 1,770
 
 1,900
 1
 101
Home equity lines of credit 1
 42
 
 
 41
 41
 
 
Residential construction 2
 47
 
 32
 13
 45
 
 
Consumer 2
 7
 
 
 7
 7
 
 
Indirect auto 35
 643
 
 
 643
 643
 
 
Total loans 64
 $7,971
 $236
 $6,858
 $704
 $7,798
 6
 $2,205
Year Ended December 31, 2017                
Owner occupied commercial real estate 6
 $2,603
 $
 $2,161
 $108
 $2,269
 
 $
Income producing commercial real estate 2
 257
 
 
 252
 252
 
 
Commercial & industrial 6
 901
 
 174
 533
 707
 
 
Commercial construction 
 
 
 
 
 
 
 
Equipment financing 
 
 
 
 
 
 
 
Total commercial 14
 3,761
 
 2,335
 893
 3,228
 
 
Residential mortgage 23
 2,174
 
 2,165
 
 2,165
 4
 852
Home equity lines of credit 1
 296
 
 
 176
 176
 
 
Residential construction 4
 135
 40
 95
 
 135
 
 
Consumer 2
 16
 
 16
 
 16
 
 
Indirect auto 34
 786
 
 
 786
 786
 
 
Total loans 78
 $7,168
 $40
 $4,611
 $1,855
 $6,506
 4
 $852

Collateral dependent TDRs that subsequently default or are placed on nonaccrual are charged down to the fair value of the collateral consistent with United’s policy for nonaccrual loans. Impairment on TDRs that are not collateral dependent continues to be measured based on discounted cash flows regardless of whether the loan has subsequently defaulted.

95

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Loans and Leases and Allowance for Credit Losses, continued

The average balances of impaired loans and income recognized on impaired loans while they were considered impaired is presented below for the last three years(in thousands):

  2017  2016  2015 
  Average
Balance
  Interest
Revenue
Recognized
During
Impairment
  Cash Basis
Interest
Revenue
Received
  Average
Balance
  Interest
Revenue
Recognized
During
Impairment
  Cash Basis
Interest
Revenue
Received
  Average
Balance
  Interest
Revenue
Recognized
During
Impairment
  Cash Basis
Interest
Revenue
Received
 
                            
Owner occupied commercial real estate $27,870  $1,271  $1,291  $33,297  $1,667  $1,704  $40,182  $1,970  $2,059 
Income producing commercial real estate  24,765   1,265   1,178   31,661   1,418   1,457   25,441   1,260   1,259 
Commercial & industrial  2,994   125   127   2,470   123   118   4,299   163   260 
Commercial construction  5,102   225   229   5,879   267   264   18,667   755   759 
Total commercial  60,731   2,886   2,825   73,307   3,475   3,543   88,589   4,148   4,337 
Residential mortgage  14,257   555   574   14,118   637   633   15,504   612   572 
Home equity lines of credit  248   10   12   93   4   4   420   17   16 
Residential construction  1,582   95   95   1,677   89   88   2,279   158   169 
Consumer direct  292   22   22   302   22   23   223   16   16 
Indirect auto  1,244   64   64   928   47   47   221   11   11 
Total $78,354  $3,632  $3,592  $90,425  $4,274  $4,338  $107,236  $4,962  $5,121 

95

 2019 2018 2017
 
Average
Balance
 
Interest
Revenue
Recognized
During
Impairment
 Cash Basis Interest Revenue Received 
Average
Balance
 
Interest
Revenue
Recognized
During
Impairment
 
Cash Basis
Interest
Revenue
Received
 
Average
Balance
 
Interest
Revenue
Recognized
During
Impairment
 
Cash Basis
Interest
Revenue
Received
Owner occupied commercial real estate$18,575
 $1,124
 $1,171
 $19,881
 $1,078
 $1,119
 $27,870
 $1,271
 $1,291
Income producing commercial real estate14,253
 739
 730
 17,138
 893
 895
 24,765
 1,265
 1,178
Commercial & industrial1,837
 84
 100
 1,777
 100
 100
 2,994
 125
 127
Commercial construction3,233
 129
 146
 3,247
 176
 174
 5,102
 225
 229
Equipment financing159
 23
 23
 
 
 
 
 
 
Total commercial38,057
 2,099
 2,170
 42,043
 2,247
 2,288
 60,731
 2,886
 2,825
Residential mortgage16,115
 748
 749
 14,515
 641
 643
 14,257
 555
 574
Home equity lines of credit488
 14
 15
 284
 18
 16
 248
 10
 12
Residential construction1,332
 92
 94
 1,405
 96
 95
 1,582
 95
 95
Consumer203
 15
 15
 249
 18
 18
 292
 22
 22
Indirect auto1,028
 50
 50
 1,252
 64
 64
 1,244
 64
 64
Total$57,223
 $3,018
 $3,093
 $59,748
 $3,084
 $3,124
 $78,354
 $3,632
 $3,592

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

The following table presents loans individually evaluated for impairment by class of loans as of the dates indicated(in thousands):

  December 31, 2017  December 31, 2016 
  Unpaid
Principal
Balance
  Recorded
Investment
  Allowance
for Loan
Losses
Allocated
  Unpaid
Principal
Balance
  Recorded
Investment
  Allowance
for Loan
Losses
Allocated
 
                   
With no related allowance recorded:                        
Owner occupied commercial real estate $1,238  $1,176  $-  $9,171  $8,477  $- 
Income producing commercial real estate  2,177   2,165   -   16,864   16,864   - 
Commercial & industrial  1,758   1,471   -   421   334   - 
Commercial construction  134   134   -   845   841   - 
Total commercial  5,307   4,946   -   27,301   26,516   - 
Residential mortgage  2,661   2,566   -   630   628   - 
Home equity lines of credit  393   101   -   -   -   - 
Residential construction  405   330   -   -   -   - 
Consumer direct  29   29   -   -   -   - 
Indirect auto  1,396   1,396   -   1,165   1,165   - 
Total with no related allowance recorded  10,191   9,368   -   29,096   28,309   - 
                         
With an allowance recorded:                        
Owner occupied commercial real estate  21,262   20,647   1,255   23,574   22,944   1,746 
Income producing commercial real estate  14,419   14,318   562   13,681   13,595   885 
Commercial & industrial  1,287   1,183   27   1,679   1,581   58 
Commercial construction  3,917   3,679   156   4,739   4,209   168 
Total commercial  40,885   39,827   2,000   43,673   42,329   2,857 
Residential mortgage  12,086   11,627   1,174   13,565   13,078   517 
Home equity lines of credit  -   -   -   63   63   2 
Residential construction  1,325   1,247   75   1,947   1,594   64 
Consumer direct  244   241   7   293   290   12 
Indirect auto  -   -   -   -   -   - 
Total with an allowance recorded  54,540   52,942   3,256   59,541   57,354   3,452 
Total $64,731  $62,310  $3,256  $88,637  $85,663  $3,452 



Nonaccrual loans include both homogeneous loans that are collectively evaluated for impairment and individually evaluated impaired loans. Past Due Loans
United’s policy is to place loans on nonaccrual status, when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in full or when the loan becomes 90 days past due and is not well secured and in the process of collection. When a loan is classified on nonaccrual status, interest previously accrued, but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are generally applied to reduce the loan’s recorded investment.

PCI loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered as performing, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period loan loss provision or future period yield adjustments. No PCI loans were classified as nonaccrual at December 31, 20172019 or 20162018 as the carrying valuecash flows of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.

The gross additional interest revenue that would have been earned if the loans classified as nonaccrual had performed in accordance with the original terms was approximately $1.11$1.26 million, $975,000,$1.09 million, and $1.11 million for 2019, 2018, and 2017, 2016, and 2015, respectively.

96


96

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

(7) Loans and Leases and Allowance for Credit Losses, continued

The following table presents the recorded investment in nonaccrual loans held for investment by loan class as of the dates indicated(in thousands):

  December 31, 
  2017  2016 
       
Owner occupied commercial real estate $4,923  $7,373 
Income producing commercial real estate  3,208   1,324 
Commercial & industrial  2,097   966 
Commercial construction  758   1,538 
Total commercial  10,986   11,201 
Residential mortgage  8,776   6,368 
Home equity lines of credit  2,024   1,831 
Residential construction  192   776 
Consumer direct  43   88 
Indirect auto  1,637   1,275 
Total $23,658  $21,539 

  December 31, 
  2019 2018 
 Owner occupied commercial real estate$10,544
 $6,421
 
 Income producing commercial real estate1,996
 1,160
 
 Commercial & industrial2,545
 1,417
 
 Commercial construction2,277
 605
 
 Equipment financing3,141
 2,677
 
 Total commercial20,503
 12,280
 
 Residential mortgage10,567
 8,035
 
 Home equity lines of credit3,173
 2,360
 
 Residential construction939
 288
 
 Consumer159
 89
 
 Indirect auto
 726
 
 Total$35,341
 $23,778
 

Excluding PCI loans, substantially all loans more than 90 days past due were on nonaccrual status at December 31, 2019 and December 31, 2018. The following table presents the aging of the recorded investment in past due loans by class of loans as of the dates indicated(in thousands):

  Loans Past Due  Loans Not       
As of December 31, 2017 30 - 59 Days  60 - 89 Days  > 90 Days  Total  Past Due  PCI Loans  Total 
                      
Owner occupied commercial real estate $3,810  $1,776  $1,530  $7,116  $1,891,118  $25,759  $1,923,993 
Income producing commercial real estate  1,754   353   1,939   4,046   1,546,288   44,840   1,595,174 
Commercial & industrial  2,139   869   1,133   4,141   1,125,407   1,442   1,130,990 
Commercial construction  568   132   158   858   702,221   8,857   711,936 
Total commercial  8,271   3,130   4,760   16,161   5,265,034   80,898   5,362,093 
Residential mortgage  6,717   1,735   3,438   11,890   948,513   13,141   973,544 
Home equity lines of credit  3,246   225   578   4,049   724,287   2,891   731,227 
Residential construction  885   105   93   1,083   181,472   464   183,019 
Consumer direct  739   133   -   872   125,512   1,120   127,504 
Indirect auto  1,152   459   1,263   2,874   355,311   -   358,185 
Total loans $21,010  $5,787  $10,132  $36,929  $7,600,129  $98,514  $7,735,572 
                             
As of December 31, 2016                            
                             
Owner occupied commercial real estate $2,195  $1,664  $3,386  $7,245  $1,624,531  $18,584  $1,650,360 
Income producing commercial real estate  1,373   355   330   2,058   1,254,164   25,319   1,281,541 
Commercial & industrial  943   241   178   1,362   1,067,317   1,036   1,069,715 
Commercial construction  452   14   292   758   624,835   8,328   633,921 
Total commercial  4,963   2,274   4,186   11,423   4,570,847   53,267   4,635,537 
Residential mortgage  7,221   1,799   1,700   10,720   839,610   6,395   856,725 
Home equity lines of credit  1,996   101   957   3,054   650,346   2,010   655,410 
Residential construction  950   759   51   1,760   187,350   933   190,043 
Consumer direct  633   117   35   785   122,623   159   123,567 
Indirect auto  1,109   301   909   2,319   457,035   -   459,354 
Total loans $16,872  $5,351  $7,838  $30,061  $6,827,811  $62,764  $6,920,636 

The modification of the terms of TDRs included one or a combination of the following: a reduction of the stated interest rate of the loan or an extension of the amortization period that would not otherwise be considered in the current market for new debt with similar risk characteristics; a restructuring of the borrower’s debt into an A/B note structure where the A note would fall within the borrower’s ability to pay and the remainder would be included in the B note, or a mandated bankruptcy restructuring; or interest-only payment terms greater than 90 days where the borrower is unable to amortize the loan.Modified PCI loans are not accounted for as TDRs because they are not separated from the pools, and as such are not classified as impaired loans.

97

 Loans Past Due      
 30 - 59 Days 60 - 89 Days > 90 Days Total Loans Not Past Due PCI Loans Total
As of December 31, 2019             
Owner occupied commercial real estate$2,913
 $2,007
 $6,079
 $10,999
 $1,700,682
 $8,546
 $1,720,227
Income producing commercial real estate562
 706
 401
 1,669
 1,979,053
 27,228
 2,007,950
Commercial & industrial2,140
 491
 2,119
 4,750
 1,215,581
 326
 1,220,657
Commercial construction1,867
 557
 96
 2,520
 966,833
 6,862
 976,215
Equipment financing2,065
 923
 3,045
 6,033
 734,526
 3,985
 744,544
Total commercial9,547
 4,684
 11,740
 25,971
 6,596,675
 46,947
 6,669,593
Residential mortgage5,655
 2,212
 2,171
 10,038
 1,097,999
 9,579
 1,117,616
Home equity lines of credit1,697
 421
 1,385
 3,503
 655,762
 1,410
 660,675
Residential construction325
 125
 402
 852
 235,211
 374
 236,437
Consumer668
 181
 27
 876
 127,020
 336
 128,232
Total loans$17,892
 $7,623
 $15,725
 $41,240
 $8,712,667
 $58,646
 $8,812,553
              
As of December 31, 2018             
Owner occupied commercial real estate$2,542
 $2,897
 $1,011
 $6,450
 $1,631,602
 $9,852
 $1,647,904
Income producing commercial real estate1,624
 291
 301
 2,216
 1,771,893
 38,311
 1,812,420
Commercial & industrial7,189
 718
 400
 8,307
 1,269,632
 408
 1,278,347
Commercial construction267
 
 68
 335
 789,916
 5,907
 796,158
Equipment financing1,351
 739
 2,658
 4,748
 551,924
 7,942
 564,614
Total commercial12,973
 4,645
 4,438
 22,056
 6,014,967
 62,420
 6,099,443
Residential mortgage5,461
 1,788
 1,950
 9,199
 1,030,883
 9,150
 1,049,232
Home equity lines of credit2,112
 864
 902
 3,878
 688,520
 1,612
 694,010
Residential construction509
 63
 190
 762
 209,515
 734
 211,011
Consumer600
 82
 21
 703
 120,777
 533
 122,013
Indirect auto750
 323
 633
 1,706
 205,986
 
 207,692
Total loans$22,405
 $7,765
 $8,134
 $38,304
 $8,270,648
 $74,449
 $8,383,401




97

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

(7) Loans modified under the terms of a TDR during the years ended December 31 are presented in the table below. In addition, the following table presents loans modified under the terms of a TDR that defaulted (became 90 days or more delinquent) during the years ended December 31 that were initially restructured within one year prior to default(dollars in thousands):

  New TDRs 
     Pre-
Modification
Outstanding
  Post-
Modification Outstanding Recorded Investment by
Type of Modification
  TDRs Modified Within
the Year That Have
Subsequently Defaulted
 
Year Ended December 31, 2017 Number of
Contracts
  Recorded
Investment
  Rate
Reduction
  Structure  Other  Total  Number of
Contracts
  Recorded
Investment
 
                         
Owner occupied commercial real estate  6  $2,603  $-  $2,161  $108  $2,269   -  $- 
Income producing commercial real estate  2   257   -   -   252   252   -   - 
Commercial & industrial  6   901   -   174   533   707   -   - 
Commercial construction  -   -   -   -   -   -   -   - 
Total commercial  14   3,761   -   2,335   893   3,228   -   - 
Residential mortgage  23   2,174   -   2,165   -   2,165   4   852 
Home equity lines of credit  1   296   -   -   176   176   -   - 
Residential construction  4   135   40   95   -   135   -   - 
Consumer direct  2   16   -   16   -   16   -   - 
Indirect auto  34   786   -   -   786   786   -   - 
Total loans  78  $7,168  $40  $4,611  $1,855  $6,506   4  $852 
                                 
Year Ended December 31, 2016                                
                                 
Owner occupied commercial real estate  8  $2,699  $-  $2,699  $-  $2,699   1  $252 
Income producing commercial real estate  1   257   -   257   -   257   -   - 
Commercial & industrial  5   1,012   -   1,012   -   1,012   2   34 
Commercial construction  3   458   -   393   65   458   -   - 
Total commercial  17   4,426   -   4,361   65   4,426   3   286 
Residential mortgage  28   3,262   1,992   1,135   40   3,167   1   85 
Home equity lines of credit  1   38   38   -   -   38   -   - 
Residential construction  7   584   46   376   82   504   -   - 
Consumer direct  6   71   13   58   -   71   -   - 
Indirect auto  35   966   -   -   966   966   -   - 
Total loans  94  $9,347  $2,089  $5,930  $1,153  $9,172   4  $371 
                                 
Year Ended December 31, 2015                                
                                 
Owner occupied commercial real estate  14  $13,592  $-  $13,266  $199  $13,465   1  $178 
Income producing commercial real estate  7   2,135   45   2,090   -   2,135   -   - 
Commercial & industrial  9   1,325   -   899   347   1,246   -   - 
Commercial construction  2   580   -   580   -   580   -   - 
Total commercial  32   17,632   45   16,835   546   17,426   1   178 
Residential mortgage  32   2,847   144   2,369   334   2,847   1   2 
Home equity lines of credit  2   187   -   177   -   177   -   - 
Residential construction  4   222   -   198   -   198   -   - 
Consumer direct  10   222   -   204   18   222   2   32 
Indirect auto  -   -   -   -   -   -   -   - 
Total loans  80  $21,110  $189  $19,783  $898  $20,870   4  $212 

98
and Leases and Allowance for Credit Losses, continued


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

Collateral dependent TDRs that subsequently default or are placed on nonaccrual are charged down to the fair value of the collateral consistent with United’s policy for nonaccrual loans.  Impairment on TDRs that are not collateral dependent continues to be measured based on discounted cash flows regardless of whether the loan has subsequently defaulted.

As of December 31, 2017 and 2016, United has allocated $3.26 million and $2.90 million, respectively, of specific reserves to customers whose loan terms have been modified in TDRs. United committed to lend additional amounts totaling up to $75,000 and $95,000 as of December 31, 2017 and 2016, respectively, to customers with outstanding loans that are classified as TDRs.

Risk Ratings

United categorizes borrowerscommercial loans, with the exception of equipment financing receivables, into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current industry and economic trends, among other factors. United analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuouscontinual basis. United uses the following definitions for its risk ratings:

Watch. Loans in this category are presently protected from apparent loss;loss, however weaknesses exist that could cause future impairment, including the deterioration of financial ratios, past due status and questionable management capabilities. These loans require more than the ordinary amount of supervision. Collateral values generally afford adequate coverage, but may not be immediately marketable.

Substandard. These loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged. Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. There is the distinct possibility that United will sustain some loss if deficiencies are not corrected. If possible, immediate corrective action is taken.

Doubtful. Specific weaknesses characterized as Substandard that are severe enough to make collection in full highly questionable and improbable. There is no reliable secondary source of full repayment.

Loss. Loans categorized as Loss have the same characteristics as Doubtful however probability of loss is certain. Loans classified as Loss are charged off.

Equipment Financing Receivables and Consumer Purpose Loans. United applies a pass / fail grading system to all equipment financing receivables and consumer purpose loans. Under the pass / fail grading system, consumer purpose loans that become past due 90 days or are in bankrupctybankruptcy are classified as “fail” and all other loans are classified as “pass”. For reporting purposes, consumer purpose loans in these categories that are classified as “fail” are reported in the substandard column and all other consumer purpose loans are reported in the “pass” column.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

99



98

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7)Loans and Allowance for Credit Losses, continued

(7) Loans and Leases and Allowance for Credit Losses, continued

As of December 31, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows(in thousands):

As of December 31, 2017 Pass  Watch  Substandard  Doubtful /
Loss
  Total 
                
Owner occupied commercial real estate $1,833,469  $33,571  $31,194  $-  $1,898,234 
Income producing commercial real estate  1,495,805   30,780   23,749   -   1,550,334 
Commercial & industrial  1,097,907   18,052   13,589   -   1,129,548 
Commercial construction  693,873   2,947   6,259   -   703,079 
Total commercial  5,121,054   85,350   74,791   -   5,281,195 
Residential mortgage  939,706   -   20,697   -   960,403 
Home equity lines of credit  721,142   -   7,194   -   728,336 
Residential construction  180,567   -   1,988   -   182,555 
Consumer direct  125,860   -   524   -   126,384 
Indirect auto  354,788   -   3,397   -   358,185 
Total loans, excluding PCI loans $7,443,117  $85,350  $108,591  $-  $7,637,058 
                     
Owner occupied commercial real estate $2,400  $8,163  $15,196  $-  $25,759 
Income producing commercial real estate  13,392   21,928   9,520   -   44,840 
Commercial & industrial  383   672   387   -   1,442 
Commercial construction  3,866   2,228   2,763   -   8,857 
Total commercial  20,041   32,991   27,866   -   80,898 
Residential mortgage  9,566   173   3,402   -   13,141 
Home equity lines of credit  1,579   427   885   -   2,891 
Residential construction  423   -   41   -   464 
Consumer direct  1,076   10   34   -   1,120 
Indirect auto  -   -   -   -   - 
Total PCI loans $32,685  $33,601  $32,228  $-  $98,514 
                     
As of December 31, 2016                    
                                   
Owner occupied commercial real estate $1,577,301  $18,029  $36,446  $-  $1,631,776 
Income producing commercial real estate  1,220,626   8,502   27,094   -   1,256,222 
Commercial & industrial  1,055,282   4,188   9,209   -   1,068,679 
Commercial construction  612,900   6,166   6,527   -   625,593 
Total commercial  4,466,109   36,885   79,276   -   4,582,270 
Residential mortgage  829,844   -   20,486   -   850,330 
Home equity lines of credit  647,425   -   5,975   -   653,400 
Residential construction  185,643   -   3,467   -   189,110 
Consumer direct  122,736   -   672   -   123,408 
Indirect auto  456,717   -   2,637   -   459,354 
Total loans, excluding PCI loans $6,708,474  $36,885  $112,513  $-  $6,857,872 
                     
Owner occupied commercial real estate $2,044  $3,444  $13,096  $-  $18,584 
Income producing commercial real estate  13,236   8,474   3,609   -   25,319 
Commercial & industrial  216   160   660   -   1,036 
Commercial construction  3,212   1,265   3,851   -   8,328 
Total commercial  18,708   13,343   21,216   -   53,267 
Residential mortgage  5,189   -   1,206   -   6,395 
Home equity lines of credit  1,094   -   916   -   2,010 
Residential construction  898   -   35   -   933 
Consumer direct  159   -   -   -   159 
Indirect auto  -   -   -   -   - 
Total PCI loans $26,048  $13,343  $23,373  $-  $62,764 

100

 Pass Watch Substandard 
Doubtful /
Loss
 Total
As of December 31, 2019         
Owner occupied commercial real estate$1,638,398
 $24,563
 $48,720
 $
 $1,711,681
Income producing commercial real estate1,914,524
 40,676
 25,522
 
 1,980,722
Commercial & industrial1,156,366
 16,385
 47,580
 
 1,220,331
Commercial construction960,251
 2,298
 6,804
 
 969,353
Equipment financing737,418
 
 3,141
 
 740,559
Total commercial6,406,957
 83,922
 131,767
 
 6,622,646
Residential mortgage1,093,902
 
 14,135
 
 1,108,037
Home equity lines of credit654,619
 
 4,646
 
 659,265
Residential construction234,791
 
 1,272
 
 236,063
Consumer127,507
 8
 381
 
 127,896
Total loans, excluding PCI loans8,517,776
 83,930
 152,201
 
 8,753,907
Owner occupied commercial real estate3,238
 2,797
 2,511
 
 8,546
Income producing commercial real estate19,648
 6,305
 1,275
 
 27,228
Commercial & industrial104
 81
 141
 
 326
Commercial construction3,628
 590
 2,644
 
 6,862
Equipment financing3,952
 
 33
 
 3,985
Total commercial30,570
 9,773
 6,604
 
 46,947
Residential mortgage8,112
 
 1,467
 
 9,579
Home equity lines of credit1,350
 
 60
 
 1,410
Residential construction348
 
 26
 
 374
Consumer303
 
 33
 
 336
Total PCI loans40,683
 9,773
 8,190
 
 58,646
          
Total loan portfolio$8,558,459
 $93,703
 $160,391
 $
 $8,812,553
As of December 31, 2018 
  
  
  
  
Owner occupied commercial real estate$1,585,797
 $16,651
 $35,604
 $
 $1,638,052
Income producing commercial real estate1,735,456
 20,923
 17,730
 
 1,774,109
Commercial & industrial1,247,206
 8,430
 22,303
 
 1,277,939
Commercial construction777,780
 4,533
 7,938
 
 790,251
Equipment financing553,995
 
 2,677
 
 556,672
Total commercial5,900,234
 50,537
 86,252
 
 6,037,023
Residential mortgage1,028,660
 
 11,422
 
 1,040,082
Home equity lines of credit688,493
 
 3,905
 
 692,398
Residential construction209,744
 
 533
 
 210,277
Consumer121,247
 19
 214
 
 121,480
Indirect auto205,632
 
 2,060
 
 207,692
Total loans, excluding PCI loans8,154,010
 50,556
 104,386
 
 8,308,952
Owner occupied commercial real estate3,352
 2,774
 3,726
 
 9,852
Income producing commercial real estate23,430
 13,403
 1,478
 
 38,311
Commercial & industrial266
 48
 94
 
 408
Commercial construction3,503
 188
 2,216
 
 5,907
Equipment financing7,725
 
 217
 
 7,942
Total commercial38,276
 16,413
 7,731
 
 62,420
Residential mortgage6,914
 
 2,236
 
 9,150
Home equity lines of credit1,492
 
 120
 
 1,612
Residential construction687
 
 47
 
 734
Consumer493
 
 40
 
 533
Indirect auto
 
 
 
 
Total PCI loans47,862
 16,413
 10,174
 
 74,449
          
Total loan portfolio$8,201,872
 $66,969
 $114,560
 $
 $8,383,401



99

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements


(8)Premises and Equipment


Premises and equipment are summarized as follows as of the dates indicated(in thousands):

  December 31, 
  2017  2016 
       
Land and land improvements $80,335  $79,946 
Buildings and improvements  148,048   135,004 
Furniture and equipment  82,775   79,597 
Construction in progress  11,714   5,747 
         
   322,872   300,294 
         
Less accumulated depreciation  (114,020)  (110,356)
         
Premises and equipment, net $208,852  $189,938 

  December 31, 
  2019 2018 
 Land and land improvements$81,150
 $78,066
 
 Buildings and improvements170,629
 153,980
 
 Furniture and equipment97,997
 93,854
 
 Construction in progress1,701
 5,350
 
  351,477
 331,250
 
 Less accumulated depreciation(135,501) (125,110) 
 Premises and equipment, net$215,976
 $206,140
 

Depreciation expense was $15.3 million, $14.2 million and $12.0 million $11.5 millionfor 2019, 2018 and $9.36 million for 2017, 2016 and 2015, respectively.

In 2015, United recognized $5.97 million of impairment on properties acquired in prior years for future expansion.Due to recent acquisitions and changing trends in customer behavior toward greater usage of Internet and mobile banking to access banking services, management reconsidered its branch expansion strategy and concluded that some of its future branch expansion properties had decreased in value since the time the properties were acquired.The resulting impairment charge, which was included in merger-related and other charges in the Consolidated Statement of Income, was based on an assessment of the properties that showed evidence that the carrying value may not be recoverable and exceeded the fair value.

United leases certain branch properties and equipment under operating leases. Rent expense was $4.32 million, $4.13 million and $2.72 million for 2017, 2016 and 2015, respectively. United does not have any capital leases. As of December 31, 2017, rent commitments under operating leases, before considering renewal options that generally are present, were as follows(in thousands):

2018 $4,161 
2019  3,995 
2020  3,811 
2021  3,645 
2022  3,451 
Thereafter  8,038 
Total $27,101 


(9)Goodwill and Other Intangible Assets


The carrying amount of goodwill and other intangible assets is summarized below as of the dates indicated(in thousands):

  December 31, 
  2017  2016 
Core deposit intangible $62,652  $51,342 
Less: accumulated amortization  (41,229)  (37,145)
Net core deposit intangible  21,423   14,197 
Noncompete agreement  3,144   - 
Less: accumulated amortization  (761)  - 
Net noncompete agreement  2,383   - 
Total intangibles subject to amortization, net  23,806   14,197 
Goodwill  220,591   142,025 
Total goodwill and other intangible assets, net $244,397  $156,222 

101

  December 31, 
  2019 2018 
 
Core deposit intangible (1)
$32,802
 $62,652
 
 
Less: accumulated amortization (1)
(17,980) (46,141) 
 Net core deposit intangible14,822
 16,511
 
 Noncompete agreement3,144
 3,144
 
 Less: accumulated amortization(3,144) (2,695) 
 Net noncompete agreement
 449
 
 Total intangibles subject to amortization, net14,822
 16,960
 
 Goodwill327,425
 307,112
 
 Total goodwill and other intangible assets, net$342,247
 $324,072
 

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9)Goodwill and Other Intangible Assets,continued


(1) Balances for 2019 exclude fully amortized core deposit intangibles.

The following is a summary of changes in the carrying amounts of goodwill for the years indicated(in thousands):

        Goodwill, net of 
     Accumulated  Accumulated 
     Impairment  Impairment 
  Goodwill  Losses  Losses 
December 31, 2015 $436,202  $(305,590) $130,612 
Acquisition of Tidelands  10,713   -   10,713 
Measurement period adjustments  700   -   700 
December 31, 2016  447,615   (305,590)  142,025 
Acquisition of FOFN  54,703   -   54,703 
Acquistion of HCSB  23,863   -   23,863 
December 31, 2017 $526,181  $(305,590) $220,591 

   
Goodwill (1)
 
 December 31, 2017 $220,591
 
 Acquisition of Navitas 87,379
 
 Measurement period adjustments - FOFN and HCSB (858) 
 December 31, 2018 307,112
 
 Acquisition of FMBT 20,313
 
 December 31, 2019 $327,425
 


(1) Goodwill balances presented as of December 31, 2019, 2018, and 2017 are shown net of accumulated impairment losses of $306 million incurred prior to 2017. Gross goodwill for December 31, 2019, 2018, and 2017 totaled $633 million, $613 million and $526 million, respectively.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(9)
Goodwill and Other Intangible Assets, continued


The estimated aggregate amortization expense for future periods for core deposit intangibles and noncompete agreements is as follows(in thousands):

Year   
2018 $6,846 
2019  4,551 
2020  3,315 
2021  2,557 
2022  1,982 
Thereafter  4,555 
Total $23,806 

(10)Foreclosed Property

Major classifications of foreclosed properties as of the dates indicated are summarized as follows(in thousands):

  December 31, 
  2017  2016 
       
Commercial real estate $2,199  $3,181 
Commercial construction  884   2,977 
Total commercial  3,083   6,158 
Residential mortgage  151   1,791 
Total foreclosed property $3,234  $7,949 

102

 Year  
 2020$3,842
 
 20213,019
 
 20222,379
 
 20231,852
 
 20241,431
 
 Thereafter2,299
 
 Total$14,822
 

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(11)Servicing Rights



(10) Servicing Assets and Liabilities

Servicing Rights for SBA/USDA Loans

United accounts for servicing rights for SBA/USDA loans at fair value. ChangesThe following table summarizes the changes in the balances ofSBA/USDA servicing assets and servicing liabilities are as followsrights for the years indicated(in thousands):

  2017  2016  2015 
Servicing rights for SBA/USDA loans, beginning of period $5,752  $3,712  $2,551 
Additions:            
Acquired servicing rights  419   -   137 
Originated servicing rights capitalized upon sale of loans  2,737   2,723   1,699 
Subtractions:            
Disposals  (621)  (393)  (353)
Changes in fair value:            
Due to change in valuation inputs or assumptions used in the valuation model  (547)  (290)  (322)
Servicing rights for SBA/USDA loans, end of period $7,740  $5,752  $3,712 

thousands)

 2019 2018 2017
Servicing rights for SBA/USDA loans, beginning of period$7,510
 $7,740
 $5,752
Additions:     
Acquired servicing rights(1)

 (354) 419
Originated servicing rights capitalized upon sale of loans1,835
 2,573
 2,737
Subtractions:     
Disposals(1,258) (810) (621)
Changes in fair value:     
Due to change in inputs or assumptions used in the valuation model(1,293) (1,639) (547)
Servicing rights for SBA/USDA loans, end of period$6,794
 $7,510
 $7,740
(1) Includes measurement period adjustments further discussed in Note 3.

The portfolio of SBA/USDA loans serviced for others, which is not included in the accompanying balance sheets, was $314$411 million and $256$386 million, respectively, at December 31, 20172019 and 2016.2018. The amount of contractually specified servicing fees earned by United on these servicing rights during the years ended December 31, 2019, 2018 and 2017 2016was $3.82 million, $3.44 million and 2015 was $2.60 million, $1.64 million and $1.07 million, respectively. Servicing fees and changes in fair value were included in interest revenue in the consolidated statements of income.

A summary of the key characteristics, inputs, and economic assumptions used in the discounted cash flow method utilized to estimate the fair value of the servicing asset for SBA/USDA loans and the sensitivity of the fair values to immediate adverse changes in those assumptions are shown in the table below as of the dates indicated(dollars in thousands):

  December 31, 
  2017  2016 
Fair value of retained servicing assets $7,740  $5,752 
Prepayment rate assumption  8.31%  7.12%
10% adverse change $(236) $(132)
20% adverse change $(460) $(257)
Discount rate  12.5%  11.0%
100 bps adverse change $(262) $(167)
200 bps adverse change $(507) $(324)
Weighted-average life (years)  6.3   6.8 
Weighted-average gross margin  1.85%  1.86%

  December 31, 
  2019 2018 
 Fair value of retained servicing assets$6,794
 $7,510
 
 Prepayment rate assumption16.5% 12.1% 
 10% adverse change$(352) $(267) 
 20% adverse change$(671) $(515) 
 Discount rate12.3% 14.5% 
 100 bps adverse change$(184) $(196) 
 200 bps adverse change$(358) $(381) 
 Weighted-average life (years)3.9
 5.0
 
 Weighted-average gross margin1.9% 1.9% 

The above sensitivities are hypothetical and changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

103


101

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(11)Servicing Rights, continued

(10) Servicing Assets and Liabilities, continued


Residential Mortgage Servicing Rights

Effective January 1, 2017,

United elected to carryaccounts for residential mortgage servicing rights at fair value. For the years ended December 31, 2016 and 2015, United accounted for residential mortgage servicing rights using the amortization method. The following table summarizes the changes in residential mortgage servicing rights for the years indicated (in thousands).

  Fair value  Amortized cost 
  2017  2016  2015 
Residential mortgage servicing rights, beginning of period $4,372  $3,370  $- 
Additions:            
Acquired servicing rights  -   -   3,454 
Originated servicing rights capitalized upon sale of loans  3,602   2,124   199 
Subtractions:            
Disposals  (328)  -   - 
Amortization      (1,117)  (273)
Impairment  -   (5)  (10)
Changes in fair value:            
Initial election to carry at fair value on January 1, 2017  698   -   - 
Due to change in valuation inputs or assumptions used in the valuation  (82)  -   - 
Residential mortgage servicing rights, end of period $8,262  $4,372  $3,370 

At December 31, 2016 and 2015, the estimated fair value of residential mortgage servicing rights was $5.17 million and $3.52 million, respectively. The following table summarizes the activity in the valuation allowance for impairment of the residential mortgage servicing rights portfolio for the years indicated (in thousands).

  2016  2015 
Valuation allowance, beginning of period $10  $- 
Additions charged to operations, net  5   10 
Valuation allowance, end of period $15  $10 

 2019 2018 2017
Residential mortgage servicing rights, beginning of period$11,877
 $8,262
 $4,372
Additions:     
Originated servicing rights capitalized upon sale of loans5,783
 4,587
 3,602
Subtractions:     
Disposals(1,098) (537) (328)
Changes in fair value:     
Initial election to carry at fair value on January 1, 2017
 
 698
Due to change in inputs or assumptions used in the valuation(2,997) (435) (82)
Residential mortgage servicing rights, end of period$13,565
 $11,877
 $8,262


The portfolio of residential mortgage loans serviced for others, which is not included in the consolidated balance sheets, was $847 million$1.60 billion and $543 million,$1.21 billion, respectively, at December 31, 20172019 and 2016.2018. The amount of contractually specified servicing fees earned by United on these servicing rights during the year ended December 31, 2019, 2018 and 2017 2016was $3.67 million, $2.37 million and 2015 was $1.72 million, $1.03 million and $299,000, respectively, which was included in interest revenue in the consolidated statements of income. Impairment and amortization of servicing rights were included in mortgage loan and other related fee revenue in the consolidated statements of income.

respectively.

A summary of the key characteristics, inputs, and economic assumptions used to estimate the fair value of the servicing asset for residential mortgage loans and the sensitivity of the fair values to immediate adverse changes in those assumptions are shown in the table below as of the dates indicated(in thousands):

  December 31, 
  2017 
Fair value of retained servicing assets $8,262 
Prepayment rate assumption  9.50%
10% adverse change $(303)
20% adverse change $(587)
Discount rate  10.0%
100 bps adverse change $(317)
200 bps adverse change $(610)

  December 31, 
  2019 2018 
 Fair value of retained servicing assets$13,565
 $11,877
 
 Prepayment rate assumption14.1% 10.6% 
 10% adverse change$(662) $(466) 
 20% adverse change$(1,270) $(898) 
 Discount rate10.0% 10.0% 
 100 bps adverse change$(467) $(448) 
 200 bps adverse change$(900) $(863) 

The above sensitivities are hypothetical and changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

104


Servicing Liability for Equipment Financing Loans
United accounts for the servicing liability associated with sold equipment finance loans using the amortization method. The portfolio of equipment financing loans serviced for others, which is not included in the accompanying balance sheets, was $42.4 million and $28.4 million at December 31, 2019 and 2018, respectively. The servicing liability related to these loans totaled $363,000 and $207,000 at December 31, 2019 and 2018, respectively.


102

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements


(12)
(11)Deposits


At December 31, 2017,2019, the contractual maturities of time deposits, including brokered time deposits, are summarized as follows(in thousands):

2018 $1,064,657 
2019  386,773 
2020  75,601 
2021  52,886 
2022  31,654 
thereafter  69,637 
  $1,681,208 

 2020$1,639,355
 
 2021187,367
 
 202241,402
 
 202312,451
 
 20248,064
 
 thereafter56,444
 
 Total time deposits$1,945,083
 

At December 31, 20172019 and 2016,2018, time deposits, (excludingexcluding brokered time deposits)deposits, that met or exceeded the FDIC insurance limit of $250,000 totaled $205$367 million and $144$262 million, respectively.


At December 31, 20172019 and 2016,2018, United held $133$85.5 million and $89.9$544 million, respectively, in certificates of deposit obtained through third party brokers. The daily average balance of these brokered deposits totaled $109$241 million and $171$347 million in 20172019 and 2016,2018, respectively. The brokered certificates of deposit at December 31, 20172019 had maturities ranging from 20182020 through 2033 and are callable by United. United has certain market-linked brokered deposits that are considered hybrid instruments that contain embedded derivatives that have been bifurcated from the host contract leaving host instruments paying a rate of 90 day LIBORLondon Interbank Offered Rate (“LIBOR”) minus a spread that, at times, has resulted in a negative yield.

(13)Federal Home Loan Bank Advances


(12) Federal Home Loan Bank Advances

At December 31, 2017 and 2016,2018, United had FHLB advances totaling $505$160 million and $709 million, respectively. At December 31, 2017, thewith a weighted average interest rate onof 2.52%. At December 31, 2019, United had 0 FHLB advances was 1.59%, compared to .67% as of December 31, 2016. Theoutstanding. FHLB advances are collateralized by owner occupied and income producing commercial real estate and residential mortgage loans, investment securities and FHLB stock.

At December 31, 2017, the maturities and current rates of outstanding advances were as follows (in thousands):

  Amount    
Maturing In: Maturing  Current Rate Range 
2018 $269,000  1.05% - 3.60% 
2019  25,000  2.54% - 3.86% 
2020  210,000  1.47% - 2.74% 
Total principal outstanding  504,000     
Premium  651     
Total $504,651     

105


103

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

(14)Long-term Debt


(13) Long-term Debt

Long-term debt consisted of the following(in thousands):

           Stated  Earliest   
  December 31,  Issue  Maturity  Call   
  2017  2016  Date  Date  Date  Interest Rate
                  
2022 senior debentures $50,000  $50,000   2015   2022   2020  5.000% through August 13, 2020,
                      3-month LIBOR plus 3.814% thereafter
2027 senior debentures  35,000   35,000   2015   2027   2025  5.500% through August 13, 2025
                      3-month LIBOR plus 3.71% thereafter
2018 senior debentures  -   40,000   2013   2018   2015  6.000%
2017 senior debentures  -   35,000   2012   2017   2017  9.000%
Total senior debentures  85,000   160,000               
                       
Subordinated debentures  11,500   -   2015   2025   2020  6.250%
Total subordinated debentures  11,500   -               
                       
Southern Bancorp Capital Trust I  4,382   4,382   2004   2034   2009  Prime + 1.00%
United Community Statutory Trust III  1,238   1,238   2008   2038   2013  Prime + 3.00%
Tidelands Statutory Trust I  8,248   8,248   2006   2036   2011  3-month LIBOR plus 1.38%
Tidelands Statutory Trust II  6,186   6,186   2008   2038   2013  3-month LIBOR plus 5.075%
Four Oaks Statutory Trust I  12,372   -   2006   2036   2011  3-month LIBOR plus 1.35%
Total trust preferred securities  32,426   20,054               
Less discount  (8,381)  (4,976)              
                       
Total long-term debt $120,545  $175,078               

 December 31, Issue Date Stated Maturity Date Earliest Call Date  
 2019 2018    Interest Rate
Obligations of the Bank and its Subsidiaries:           
NER 16-1 Class A-2 notes$
 $19,975
 2016 2021 n/a 2.20%
NER 16-1 Class B notes
 25,489
 2016 2021 n/a 3.22%
NER 16-1 Class C notes
 6,319
 2016 2021 n/a 5.05%
NER 16-1 Class D notes
 3,213
 2016 2023 n/a 7.87%
Total securitized notes payable
 54,996
        
            
Obligations of the Holding Company:           
2022 senior debentures50,000
 50,000
 2015 2022 2020 5.000% through August 13, 2020, 3-month LIBOR plus 3.814% thereafter
2027 senior debentures35,000
 35,000
 2015 2027 2025 5.500% through August 13, 2025, 3-month LIBOR plus 3.71% thereafter
Total senior debentures85,000
 85,000
        
            
2028 subordinated debentures100,000
 100,000
 2018 2028 2023 4.500% through January 30, 2023, 3-month LIBOR plus 2.12% thereafter
2025 subordinated debentures11,250
 11,500
 2015 2025 2020 6.250%
Total subordinated debentures111,250
 111,500
        
            
Southern Bancorp Capital Trust I4,382
 4,382
 2004 2034 2009 Prime + 1.00%
Tidelands Statutory Trust I8,248
 8,248
 2006 2036 2011 3-month LIBOR plus 1.38%
Four Oaks Statutory Trust I12,372
 12,372
 2006 2036 2011 3-month LIBOR plus 1.35%
Total trust preferred securities25,002
 25,002
        
Less discount(8,588) (9,309)        
Total long-term debt$212,664
 $267,189
        

Interest is currently paid at least semiannually or quarterly for all senior and subordinated debentures, securitized notes payable and trust preferred securities.

Senior Debentures

The 2022 senior debentures are redeemable, in whole or in part, on or after August 14, 2020 at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest, and will mature on February 14, 2022 if not redeemed prior to that date. The 2027 senior debentures are redeemable, in whole or in part, on or after August 14, 2025 at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest, and will mature on February 14, 2027 if not redeemed prior to that date.

Subordinated Debentures

United acquired, as part of the FOFN acquisition, $11.5 million aggregate principal amount of subordinated debentures. The notes are due on November 30, 2025.2025. United may prepay the notes at any time after November 30, 2020, subject to compliance with applicable laws.

In January 2018, United issued $100 million fixed to floating rate subordinated notes due January 30, 2028. The subordinated debentures qualify as Tier 2 regulatory capital.


Securitized Notes Payable
United acquired, as part of the Navitas acquisition, NER 16-1, which is a bankruptcy-remote securitization entity whose sole purpose is to receive loans to secure financings. NER 16-1 provided financing by issuing notes to investors through a private offering of Receivable-Backed Notes under Rule 144A of the Securities and Exchange Act of 1934. These notes are collateralized by specific

104

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(13) Long-term Debt, continued


qualifying loans and by cash placed in restricted cash accounts. These notes will continue amortizing sequentially based on collections on the underlying loans available to pay the note holders at each monthly payment date after payment of certain amounts as specified in the securitization documents including fees to various parties to the securitizations, interest due to the note holders and certain other payments. Sequentially, each subsequent class of note holders receive principal payments until paid down in full prior to the remaining subsequent class of note holders receiving principal payments. In addition to the pay-downs on these notes, they also have legal final maturity dates as reflected in the table above. During 2019, NER 16-1 executed a payoff and termination of the remaining notes outstanding in accordance with the terms of the related securitization documents.

Trust Preferred Securities

Trust preferred securities qualify as Tier 1 capital under risk based capital guidelines subject to certain limitations. The trust preferred securities are mandatorily redeemable upon maturity, or upon earlier redemption as provided in the indentures.

106


(14) Operating Leases

As of December 31, 2019, United had a right-of-use asset and lease liability of $19.9 million and $22.0 million, respectively, included in other assets and other liabilities, respectively, on the balance sheet.

The table below presents the operating lease income and expense recognized for the year ended December 31, 2019 (in thousands).
  2019 Income Statement Location
Operating lease cost $5,067
 Occupancy expense
Variable lease cost 449
 Occupancy expense
Short-term lease cost 136
 Occupancy expense
Total lease cost $5,652
  
     
Sublease income and rental income from owned properties under operating leases $1,160
 Other noninterest income


As of December 31, 2019, the weighted average remaining lease term and weighted average discount rate of operating leases was 5.33 years and 2.79%, respectively. Absent a readily determinable interest rate in the lease agreement, the discount rate applied to each individual lease obligation was the Bank’s incremental borrowing rate for secured borrowings.

As of December 31, 2019, future minimum lease payments under operating leases were as follows (in thousands):
 Year   
 2020 $4,939
 
 2021 5,124
 
 2022 4,694
 
 2023 3,992
 
 2024 1,728
 
 Thereafter 3,364
 
 Total 23,841
 
 Less discount (1,802) 
 Present value of lease liability $22,039
 


As discussed in Note 2, United adopted Topic 842 using the modified retrospective method with a cumulative effect adjustment to shareholders’ equity without restating comparable periods. As a result, disclosures for comparative periods under the predecessor standard, ASC 840, Leases, are required in the year of transition. As of December 31, 2018, rent commitments under operating leases were $5.35 million, $5.16 million, $4.91 million, $4.48 million, and $3.91 million, for 2019 through 2023, respectively, and $5.04 million in the aggregate for years thereafter. Rent expense recorded in accordance with ASC 840 for the years ended December 31, 2018 and 2017 was $4.70 million and $4.32 million, respectively.


105

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements


(15)Reclassifications Out of Accumulated Other Comprehensive Income


The following presents the details regarding amounts reclassified out of accumulated other comprehensive income(in thousands).

  Amounts Reclassified from Accumulated
Other Comprehensive Income
   
Details about Accumulated Other For the Years Ended December 31,  Affected Line Item in the Statement
Comprehensive Income Components 2017  2016  2015  Where Net Income is Presented
            
Realized gains on available-for-sale securities:           
  $42  $982  $2,255  Securities gains, net
   (14)  (371)  (862) Tax expense
  $28  $611  $1,393  Net of tax
               
Amortization of losses included in net income on available-for-sale securities transferred to held to maturity:       
  $(1,069) $(1,759) $(1,702) Investment securities interest revenue
   401   662   638  Tax benefit
  $(668) $(1,097) $(1,064) Net of tax
               
Amounts included in net income on derivative financial instruments accounted for as cash flow hedges:       
Amortization of losses on de-designated positions  -   (7)  (129) Deposits in banks and short-term investments interest revenue
Amortization of losses on de-designated positions  (599)  (647)  (695) Money market deposit interest expense
Amortization of losses on de-designated positions  (292)  (1,237)  (1,112) Federal Home Loan Bank advances interest expense
   (891)  (1,891)  (1,936) Total before tax
   346   736   753  Tax benefit
  $(545) $(1,155) $(1,183) Net of tax
               
Reclassification of disproportionate tax effect related to terminated and current cash flow hedges       
  $(3,289) $-  $-  Income tax expense
               
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan       
Prior service cost $(560) $(501) $(465) Salaries and employee benefits expense
Actuarial losses  (238)  (354)  (271) Salaries and employee benefits expense
   (798)  (855)  (736) Total before tax
   310   333   286  Tax benefit
  $(488) $(522) $(450) Net of tax
               
               
Total reclassifications for the period $(4,962) $(2,163) $(1,304) Net of tax
               
Amounts shown above in parentheses reduce earnings       

(16)Earnings Per Share

  Amounts Reclassified from Accumulated Other Comprehensive Income For the Years Ended December 31,  
Details about Accumulated Other Comprehensive Income Components  Affected Line Item in the Statement Where Net Income is Presented
 2019 2018 2017 
Realized (losses) gains on available-for-sale securities:  
  
  $(1,021) $(656) $42
 Securities (losses) gains, net
  247
 132
 (14) Income tax benefit (expense)
  $(774) $(524) $28
 Net of tax
         
Amortization of losses included in net income on available-for-sale securities transferred to held to maturity:  
  $(383) $(739) $(1,069) Investment securities interest revenue
  92
 180
 401
 Income tax benefit
  $(291) $(559) $(668) Net of tax
         
Amortization of losses included in net income on terminated derivative financial instruments previously accounted for as cash flow hedges:  
  $(235) $
 $
 Other expense
  (102) (499) (599) Deposit interest expense
  
 
 (292) Federal Home Loan Bank advances interest expense
  (337) (499) (891) Total before tax
  86
 129
 346
 Income tax benefit
  $(251) $(370) $(545) Net of tax
         
Reclassification of disproportionate tax effect related to terminated and current cash flow hedges:  
  $
 $
 $(3,289) Income tax expense
         
Reclassifications related to defined benefit pension plan activity:  
Prior service cost $(640) $(666) $(560) Salaries and employee benefits expense
Actuarial losses (59) (241) 
 Other expense
Actuarial losses 
 
 (238) Salaries and employee benefits expense
Termination of defined benefit pension plan (1,558) 
 
 Merger-related and other
  (2,257) (907) (798) Total before tax
  576
 247
 310
 Income tax benefit
  $(1,681) $(660) $(488) Net of tax
         
Total reclassifications for the period $(2,997) $(2,113) $(4,962) Net of tax
         
Amounts shown above in parentheses reduce earnings  
  



106

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


(16) Earnings Per Share

The following table sets forth the computation of basic and diluted net income per common share for the years indicated(in thousands, except per share data):

  Year Ended December 31, 
  2017  2016  2015 
          
Net income $67,821  $100,656  $71,578 
Dividends and undistributed earnings allocated to unvested shares  (571)  -   - 
Preferred dividends  -   (21)  (67)
Net income available to common stockholders $67,250  $100,635  $71,511 
             
Income per common share:            
Basic $.92  $1.40  $1.09 
Diluted  .92   1.40   1.09 
             
Weighted average common shares:            
Basic  73,247   71,910   65,488 
             
Effect of dilutive securities:            
Stock options  12   5   4 
             
Diluted  73,259   71,915   65,492 

107

 Year Ended December 31,
 2019 2018 2017
Net income$185,721
 $166,111
 $67,821
Dividends and undistributed earnings allocated to unvested shares(1,375) (1,184) (571)
Net income available to common stockholders$184,346
 $164,927
 $67,250
Income per common share:     
Basic$2.31
 $2.07
 $0.92
Diluted2.31
 2.07
 0.92
Weighted average common shares:     
Basic79,700
 79,662
 73,247
Effect of dilutive securities:     
Stock options1
 7
 12
Restricted stock units7
 2
 
Diluted79,708
 79,671
 73,259

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(16)Earnings Per Share, continued


At December 31, 2019, United had the following potentially dilutive instruments outstanding: 1,000 shares of common stock issuable upon exercise of stock options with a weighted average exercise price of $30.45 and 183,168 shares of common stock issuable upon vesting of restricted stock unit awards.
At December 31, 2018, United excluded 32,316 potentially dilutive shares of common stock issuable upon exercise of stock options because of their antidilutive effect.
At December 31, 2017, United had the following potentially dilutive stock options and warrantsinstruments outstanding: a warrant to purchase 219,909 shares of common stock at $61.40 per share; 60,287 shares of common stock issuable upon exercise of stock options granted to employees with a weighted average exercise price of $24.12;options; and 663,817 shares of common stock issuable upon completion of vesting of restricted stock unit awards.

At December 31, 2016, United had the following potentially dilutive stock options and warrants outstanding:  a warrant to purchase 219,909 shares of common stock at $61.40 per share; 72,665 shares of common stock issuable upon exercise of stock options granted to employees with a weighted average exercise price of $34.34; and 690,970 shares of common stock issuable upon completion of vesting of restricted stock awards.

At December 31, 2015, United had the following potentially dilutive stock options and warrants outstanding:  a warrant to purchase 219,909 shares of common stock at $61.40 per share; 241,493 shares of common stock issuable upon exercise of stock options granted to employees with a weighted average exercise price of $89.92; and 712,667 shares of common stock issuable upon completion of vesting of restricted stock awards.

(17)Income Taxes


(17) Income Taxes

Income tax expense is as follows for the years indicated(in thousands):

  Year Ended December 31, 
  2017  2016  2015 
          
Current $5,451  $2,609  $5,140 
Deferred  60,951   59,160   37,685 
Increase in valuation allowance  413   567   611 
Expense due to enactment of federal tax reform  38,198   -   - 
             
Total income tax expense $105,013  $62,336  $43,436 

 Year Ended December 31,
 2019 2018 2017
Current$38,082
 $17,185
 $5,451
Deferred14,909
 32,630
 60,951
Increase in valuation allowance
 
 413
Expense due to enactment of federal tax reform
 
 38,198
Total income tax expense$52,991
 $49,815
 $105,013


107

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(17) Income Taxes, continued


The differences between the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 21% in 2019 and 2018 and 35% in 2017 to income before income taxes are as follows for the years indicated(in thousands):

  Year Ended December 31, 
  2017  2016  2015 
          
Pretax income at statutory rates $60,492  $57,047  $40,255 
Add (deduct):            
State taxes, net of federal benefit  4,139   5,013   3,537 
Bank owned life insurance earnings  (1,141)  (572)  (348)
Adjustment to reserve for uncertain tax positions  59   (58)  (136)
Tax-exempt interest revenue  (1,199)  (573)  (662)
Equity compensation  (799)  976   - 
Transaction costs  408   92   509 
Tax credit investments  (89)  (149)  (190)
Change in state statutory tax rate  81   250   340 
Increase in valuation allowance  413   567   611 
Release of disproportionate tax effects related to de-designated cash flow hedges  3,400   -   - 
Expense due to enactment of federal tax reform  38,198   -   - 
Other  1,051   (257)  (480)
             
Total income tax expense $105,013  $62,336  $43,436 

108

 Year Ended December 31,
 2019 2018 2017
Pretax income at statutory rates$50,130
 $45,344
 $60,492
Add (deduct):     
State taxes, net of federal benefit7,168
 6,765
 4,139
Bank owned life insurance earnings(1,127) (747) (1,141)
Adjustment to reserve for uncertain tax positions84
 80
 59
Tax-exempt interest revenue(1,827) (1,229) (1,199)
Equity compensation(375) (892) (799)
Transaction costs16
 78
 408
Tax credit investments(464) (29) (89)
Change in state statutory tax rate
 583
 81
Increase in valuation allowance
 
 413
Release of disproportionate tax effects related to de-designated cash flow hedges
 
 3,400
Expense due to enactment of federal tax reform
 
 38,198
Other(614) (138) 1,051
Total income tax expense$52,991
 $49,815
 $105,013

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(17)Income Taxes, continued

The

On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. Among other things, the Tax Act reduced theUnited’s corporate federal tax rate from 35% to 21% effective January 1, 2018. As a result, United was required to re-measure, through 2017 income tax expense, theits deferred tax assets and liabilities using the enacted rate at which they are expectedUnited expects them to be recovered or settled. The re-measurement

Also, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provided guidance on accounting for the tax effects of the net deferredTax Act. SAB118 provided a one-year measurement period from the Tax Act enactment date for companies to complete the related accounting under ASC Topic 740, Income Taxes (“ASC 740”). United’s 2017 financial results reflected both the income tax asset resulted in additionaleffects of the Tax Act for which the accounting was complete and provisional amounts for certain income tax effects of the Tax Act for which the accounting was incomplete, but a reasonable estimate could be determined. In 2017, United recorded a provisional amount of income tax expense of $38.2 million. As explained in Note 1, pursuant to SAB 118, United continues to analyze the Tax Act, includingmillion for the impact on deductibility of certain executive compensation and alternative minimumthe re-measurement of its deferred tax credits disclosed further below, and any refinementsasset. No material adjustments to the provisional accounting will be completed within one year ofamount were recorded during the tax enactment date.

one-year measurement period.


108

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(17) Income Taxes, continued


The following summarizes the sources and expected tax consequences of future taxable deductions (revenue) which comprise the net deferred tax asset as of the dates indicated(in thousands):

  December 31, 
  2017  2016 
Deferred tax assets:        
Allowance for loan losses $14,092  $23,025 
Net operating loss carryforwards  56,428   112,805 
Deferred compensation  7,760   9,778 
Loan purchase accounting adjustments  14,478   10,529 
Reserve for losses on foreclosed properties  402   822 
Nonqualified share based compensation  1,182   1,567 
Accrued expenses  4,290   4,420 
Investment in partnerships  956   1,417 
Unamortized pension actuarial losses and prior service cost  2,008   2,365 
Unrealized losses on securities available-for-sale  2,430   3,982 
Unrealized losses on cash flow hedges  108   561 
Derivatives  -   609 
Premises and equipment  1,040   764 
Other  3,065   2,965 
         
Total deferred tax assets  108,239   175,609 
         
Deferred tax liabilities:        
Acquired intangible assets  3,734   3,485 
Loan origination costs  3,881   5,885 
Prepaid expenses  468   689 
Servicing asset  3,757   3,437 
Derivatives  773   - 
Uncertain tax positions  3,163   3,892 
         
Total deferred tax liabilities  15,776   17,388 
         
Less valuation allowance  4,414   3,885 
         
Net deferred tax asset $88,049  $154,336 

 December 31,
 2019 2018
Deferred tax assets: 
  
Allowance for loan losses$14,910
 $14,604
Net operating loss carryforwards27,568
 39,204
Deferred compensation9,363
 8,535
Loan purchase accounting adjustments6,599
 8,658
Reserve for losses on foreclosed properties20
 61
Nonqualified share based compensation2,041
 1,190
Accrued expenses3,958
 3,536
Investment in partnerships67
 426
Unamortized pension actuarial losses and prior service cost1,739
 1,606
Unrealized losses on securities available-for-sale
 8,092
Unrealized losses on cash flow hedges
 86
Lease liability5,327
 
Other2,038
 1,235
Total deferred tax assets73,630
 87,233
Deferred tax liabilities:   
Unrealized gains on securities available-for-sale7,943
 
Acquired intangible assets2,530
 2,772
Premises and equipment3,002
 1,291
Loan origination costs3,538
 3,734
True tax leases7,783
 6,020
Prepaid expenses373
 398
Servicing assets4,428
 2,862
Derivatives1,075
 525
Right-of-use asset4,809
 
Uncertain tax positions1,792
 2,036
Total deferred tax liabilities37,273
 19,638
Less valuation allowance2,298
 3,371
Net deferred tax asset$34,059
 $64,224

The change in the net deferred tax asset includes an increase of $43.8 million$203,000 due to current year merger and acquisition activity.

activity and the adoption of Topic 842.

At December 31, 2017,2019, United hashad state net operating loss carryforwards of approximately $3.73 million that begin to expire in 2018, $10.5 million that begin to expire in 2022 and $3982021, $3.71 million that begin to expire in 2030, if not previously utilized. United has $36.72027 and $197 million in federal net operating loss carryforwards that begin to expire in 2031, if not previously utilized. United has $109had $74.6 million in federal net operating loss carryforwards subject to annual limitation under IRC Section 382 that begin to expire in 2027, if not previously utilized. United has $3.23 million of federal general business tax credits that begin to expire in 2028, if not previously utilized. United has $13.1 million of federal alternative minimum tax credits which do not expire, and are now carried as tax receivables since, under the Tax Act, the company expects to recover the entire amount by 2022 via reduction of regular tax liability or refund. United has $1.23 million of federal alternative minimum tax credits, which do not expire, subject to annual limitation under IRC Section 382 that are not expected to be recovered until after 2022 and remain classified as deferred tax assets. United has $5.91had $4.33 million of state tax credits that begin to expire in 2018,2025, if not previously utilized.

109

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(17)Income Taxes, continued

Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all the positive and negative evidence. Accounting Standards Codification TopicASC 740Income Taxes, requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard.

At December 31, 20172019 and 2016,2018, based on the assessment of all the positive and negative evidence, management concluded that it is more likely than not that nearly all of the net deferred tax asset will be realized based upon future taxable income. The valuation allowance of $4.41$2.30 million isand $3.37 million, respectively, was related to specific state income tax credits that have short carryforward periods and ancertain acquired state net operating loss,losses, both of which are expected to expire unused.


109

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(17) Income Taxes, continued


The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management’s conclusion at December 31, 20172019 that it was more likely than not that the net deferred tax asset of $88.0$34.1 million will be realized is based on management’s estimate of future taxable income. Management’s estimate of future taxable income is based on internal forecasts which consider historical performance, various internal estimates and assumptions, as well as certain external data all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, even if caused by adverse macro-economic conditions, the valuation allowance may need to be increased for some or all of the deferred tax asset. Such an increase to the deferred tax asset valuation allowance could have an adverse effect on United’s financial condition and results of operations.

A reconciliation of the beginning and ending unrecognized tax benefit related to uncertain tax positions is as follows for the years indicated(in thousands):

  2017  2016  2015 
          
Balance at beginning of year $3,892  $3,981  $4,195 
Additions based on tax positions related to the current year  441   400   371 
Decreases resulting from a lapse in the applicable statute of limitations  (351)  (489)  (585)
Remeasurement due to enactment of federal tax reform  (819)  -   - 
             
Balance at end of year $3,163  $3,892  $3,981 

 2019 2018 2017
Balance at beginning of year$3,264
 $3,163
 $3,892
Additions based on tax positions related to the current year481
 470
 441
Decreases resulting from a lapse in the applicable statute of limitations(375) (369) (351)
Remeasurement due to enactment of federal tax reform
 
 (819)
Balance at end of year$3,370
 $3,264
 $3,163

Approximately $2.76$2.92 million of this amountthe unrecognized tax benefit at December 31, 2019 would increase income from continuing operations, and thus affect United’s effective tax rate, if ultimately recognized into income.

It is United’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in their respective federal or state income taxes accounts. There were no0 penalties and interest related to income taxes recorded in the income statement in 2017, 20162019, 2018 or 2015. No2017. NaN amounts were accrued for interest and penalties on the balance sheet at December 31, 20172019 or 2016.

2018.

United and its subsidiaries file a consolidated U.S. federal income tax return, as well as various state returns in the states where it operates. United’s federal and state income tax returns are no longer subject to examination by taxing authorities for years before 2014.

(18)Pension and Employee Benefit Plans

2016.


(18) Pension and Employee Benefit Plans

United offers a defined contribution 401(k) and Profit Sharing Planplan (the “401(k) Plan”) that covers substantially all employees meeting certain minimum service requirements. The 401(k) Plan allows employees to make pre-tax contributions to the 401(k) Plan and, prior to AprilMarch 1, 2016,2018, United matched 50% of these employee contributions up to 5% of eligible compensation, subject to Plan and regulatory limits. Effective April 1, 2016, the matching contribution was increased to 70% of employee contributions up to 5% of eligible compensation. The matching contribution was increased to 100% of employee contributions up to 5% of eligible compensation effective March 1, 2018. Employees begin to receive matching contributions after completing one year of service and benefits vest after three years of service. United’s 401(k) Plan is administered in accordance with applicable laws and regulations. Compensation expense from continuing operations related to the 401(k) Plan totaled $5.30 million, $4.73 million and $2.66 million $2.28 millionin 2019, 2018 and $1.45 million in 2017, 2016 and 2015, respectively. The 401(k) Plan allows employees to choose to invest among a number of investment options that previously included United’s common stock. Effective January 1, 2015, United’s common stock was no longer offered as an investment option for new contributions.

110


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(18)Pension and Employee Benefit Plans, continued

United sponsors a non-qualified deferred compensation plan for its executive officers, certain other key employees and members of United’s Board of Directors and its community banks’ advisory boards of directors. The deferred compensation plan provides for the pre-tax deferral of compensation, fees and other specified benefits. The deferred compensation plan also permits each employee participant to elect to defer a portion of his or her base salary, bonus or vested restricted stock units and permits each eligible director participant to elect to defer all or a portion of his or her director’s fees. Further, the deferred compensation plan allows for additional contributions by an employee, with matching contributions by United, for amounts that exceed the allowable amounts under the 401(k) Plan. During 2017, 20162019, 2018 and 2015,2017, United recognized $35,000, $26,000$162,000, $119,000 and $21,000,$35,000, respectively, in matching contributions for this provision of the deferred compensation plan. The Board of Directors may also elect to make a discretionary contribution to any or all participants. NoNaN discretionary contributions were made in 2017, 20162019, 2018 or 2015.

2017.

Defined Benefit Pension Plans

United has an unfunded noncontributory defined benefit pension plan (“Modified Retirement Plan”) that covers certain executive officers and other key employees. The Modified Retirement Plan provides a fixed annual retirement benefit to plan participants.


110

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(18) Pension and Employee Benefit Plans, continued


United acquired Palmetto Bancshares, Inc. (“Palmetto”) on September 1, 2015, including its funded noncontributory defined benefit pension plan (“Funded Plan”), which covered all full-time Palmetto employees who had fulfilled at least 12 months of continuous service and attained age 21 by December 31, 2007. Benefits under the Funded Plan arewere no longer accrued for service subsequent to 2007.

On December 28, 2018, United filed a Notice of Standard Termination with the Pension Benefit Guaranty Corporation in accordance with regulatory requirements. During 2019, United settled the liabilities of its Funded Plan. Participants elected to receive either lump sum distributions or annuity contracts purchased from a third-party insurance company that provided for the payment of vested benefits. United contributed $4.90 million to the Funded Plan in the third quarter 2019 to fund its liquidation.


As a result of the pension termination, unrecognized losses of $1.56 million, which were previously recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets, were recognized as expense and an additional pension plan settlement loss of $1.38 million was recorded in the consolidated statements of income. Including both charges, the total Funded Plan settlement loss was$2.94 million, which was included in merger-related and other charges for the year ended December 31, 2019. 

Weighted-average assumptions used to determine pension benefit obligations at year end and net periodic pension cost are shown in the table below:

  2017  2016 
  Modified     Modified    
  Retirement  Funded  Retirement  Funded 
  Plan  Plan  Plan  Plan 
Discount rate for disclosures  3.75%  3.75%  4.00%  4.25%
Discount rate for net periodic benefit cost  4.00%  4.00%  4.00%  4.53%
Expected long-term rate of return   N/A   4.00%  N/A   4.00%
Rate of compensation increase   N/A   N/A   N/A   N/A 
Measurement date  12/31/2017   12/31/2017   12/31/2016   12/31/2016 

  2019 2018 
  
Modified
Retirement
Plan
 
Modified
Retirement
Plan
 
Funded
Plan
 
 Discount rate for disclosures3.25% 4.40% Various
 
 Discount rate for net periodic benefit cost4.40% 3.75% 3.75% 
 Expected long-term rate of returnN/A
 N/A
 4.00% 
 Rate of compensation increaseN/A
 N/A
 N/A
 
 Measurement date12/31/2019
 12/31/2018
 12/31/2018
 

The Modified Retirement Plan discount rate isrates are determined in consultation with the third-party actuary and isare set by matching the projected benefit cash flow to a notional yield curve consistingdeveloped by reference to high-quality fixed income investments. The discount rates are determined as the rate which would provide the same present value as the plan cash flows discounted to the measurement date using the full series of bonds monitored byspot rates along the notional yield curve as of the measurement date. This process was also utilized when determining the Funded Plan discount rate for net periodic benefit cost. Because plan termination of the Funded Plan was imminent when determining the 2018 discount rate for disclosures, assumptions were utilized that were consistent with those to be used with regard to plan termination. For retirees, a discount rate of 3.6% was determined based on the third-party actuary. The yield curve provides transparencyactuary’s recent experience with respect togroup annuities from insurance companies. For non-retirees, the underlying bondsassumption was that all participants would elect a lump-sum payment and, provides matchingas a result, the IRS assumptions for lump-sum payments were utilized (discount rate of future benefit obligations to the payment of benefits.

3.33% for payments in first five years, 4.39% for payments during next 15 years and 4.72% for payments beyond 20 years).


The expected long-term rate of return iswas designed to approximate the actual long-term rate of return over time. Therefore, the pattern of income / expense recognition should match the stable pattern of services provided by employees over the life of the pension obligation. Expected returns on plan assets arewere developed in conjunction with input from external advisors and taketook into account the investment policy, actual investment allocation, long-term expected rates of return on the relevant asset classes and considersconsidered any material forward-looking return expectations for these major asset classes.

111


111

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(18)
(18) Pension and Employee Benefit Plans, continued

Defined Benefit Pension Plans, continued



United recognizes the underfunded status of the plans as a liability in the consolidated balance sheets. Information about changes in obligations and plan assets follows(in thousands):

  2017  2016 
  Modified     Modified    
  Retirement  Funded  Retirement  Funded 
  Plan  Plan  Plan  Plan 
Accumulated benefit obligation:                
Accumulated benefit obligation - beginning of year $19,408  $18,501  $17,595  $19,246 
Service cost  551   -   382   - 
Interest cost  778   738   740   842 
Plan amendments  699   -   454   - 
Actuarial (gains) losses  773   1,291   605   347 
Benefits paid  (504)  (2,830)  (368)  (1,934)
                 
Accumulated benefit obligation - end of year  21,705   17,700   19,408   18,501 
                 
Change in plan assets, at fair value:                
Beginning plan assets  -   16,264   -   17,315 
Actual return  -   874   -   883 
Employer contribution  504   -   368   - 
Benefits paid  (504)  (2,830)  (368)  (1,934)
                 
Plan assets - end of year  -   14,308   -   16,264 
                 
Funded status - end of year (plan assets less benefit obligations) $(21,705) $(3,392) $(19,408) $(2,237)

 2019 2018
 
Modified
Retirement
Plan
 
Funded
Plan
 
Modified
Retirement
Plan
 
Funded
Plan
Accumulated benefit obligation: 
  
  
  
Accumulated benefit obligation - beginning of year$21,736
 $16,011
 $21,705
 $17,700
Service cost392
 
 363
 
Interest cost931
 166
 801
 647
Plan amendments386
 
 412
 
Actuarial (gains) losses2,390
 1,489
 (949) (839)
Benefits paid(730) (17,666) (596) (1,497)
Accumulated benefit obligation - end of year25,105
 
 21,736
 16,011
Change in plan assets, at fair value:       
Beginning plan assets
 12,595
 
 14,308
Actual return
 173
 
 (216)
Employer contribution730
 4,898
 596
 
Benefits paid(730) (17,666) (596) (1,497)
Plan assets - end of year
 
 
 12,595
Funded status - end of year (plan assets less benefit obligations)$(25,105) $
 $(21,736) $(3,416)

Components of net periodic benefit cost and other amounts recognized in other comprehensive income are as follows (in thousands):

  2017  2016  2015 
  Modified     Modified     Modified    
  Retirement  Funded  Retirement  Funded  Retirement  Funded 
  Plan  Plan  Plan  Plan  Plan  Plan 
Service cost $551  $-  $382  $-  $376  $- 
Interest cost  778   738   740   842   628   292 
Expected return on plan assets  -   (630)  -   (696)  -   (375)
Amortization of prior service cost  560   -   501   -   465   - 
Amortization of net losses  238   -   167   -   271   - 
                         
Net periodic benefit cost $2,127  $108  $1,790  $146  $1,740  $(83)

 2019 2018 2017
 
Modified
Retirement
Plan
 
Funded
Plan
 
Modified
Retirement
Plan
 
Funded
Plan
 
Modified
Retirement
Plan
 
Funded
Plan
Service cost$392
 $
 $363
 $
 $551
 $
Interest cost931
 166
 801
 647
 778
 738
Expected return on plan assets
 (106) 
 (551) 
 (630)
Amortization of prior service cost635
 
 666
 
 560
 
Amortization of net losses59
 
 241
 
 238
 
Net periodic benefit cost$2,017
 $60
 $2,071
 $96
 $2,127
 $108

The estimated net loss and prior service costs for the Modified Retirement Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $241,000$326,000 and $666,000,$531,000, respectively, as of December 31, 2017. For the Funded Plan, United does not expect to amortize any estimated net loss or prior service costs from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year. In 2018, United expects to make contributions to the Modified Retirement Plan of $707,000, but does not expect to make any contributions to the Funded Plan.

112
2019.


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(18)Pension and Employee Benefit Plans, continued

Defined Benefit Pension Plans, continued

The following table summarizes the estimated future benefit payments expected to be paid from the plansModified Retirement Plan for the periods indicated(in thousands).

  Modified    
  Retirement  Funded 
  Plan  Plan 
2018 $707  $1,070 
2019  1,123   1,081 
2020  1,207   1,067 
2021  1,200   1,056 
2022  1,192   1,043 
2023-2026  6,062   5,075 
  $11,491  $10,392 

 2020$1,301
 
 20211,176
 
 20221,170
 
 20231,164
 
 20241,156
 
 2025-20297,133
 


112

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(18) Pension and Employee Benefit Plans, continued


The following table summarizes the Funded Plan assets by major category as of the dates indicated,December 31, 2018, aggregated by the level in the fair value hierarchy within which those measurements fall(in thousands).

December 31, 2017 Level 1  Level 2  Level 3  Total 
Money market fund $-  $516  $-  $516 
Mutual funds  526   -   -   526 
Corporate stocks  1,346   -   -   1,346 
Exchange traded funds  11,920   -   -   11,920 
Total plan assets $13,792  $516  $-  $14,308 

December 31, 2016 Level 1  Level 2  Level 3  Total 
Cash and cash equivalents $645  $-  $-  $645 
Mutual funds  874   -   -   874 
Corporate stocks  1,184   193   -   1,377 
Exchange traded funds  13,368   -   -   13,368 
Total plan assets $16,071  $193  $-  $16,264 

The investment objectives of the plan assets are designed to fund the projected benefit obligation and to maximize returns in order to minimize contributions within reasonable and prudent levels of risk. The precise amount for which these obligations will be settled depends on future events, including the life expectancy of the plan participants. The plan’s investment strategy balances the requirement to generate return, using higher returning assets, with the need to control risk using less volatile assets. Risks include, but are not limited to, inflation, volatility in equity values and changes in interest rates that could cause the plan to become underfunded, thereby increasing the plan’s dependence on contributions from United.

Plan assets are managed by a third-party firm as approved by United’s Employee Benefits Committee. The Board of Directors delegated certain responsibilities to the Employee Benefits Committee including maintaining the investment policy of the plan, approving the appointment of the investment manager and reviewing the performance of the plan assets at least annually.


Investments within the plan are diversified with the intent to minimize the risk of large losses to the plan. The total portfolio is constructed and maintained to provide prudent diversification within each investment category, and United assumes that the volatility of the portfolio will be similar to the market as a whole. The asset allocation ranges represent a long-term perspective. Therefore, rapid unanticipated market shifts may cause the asset mix to fall outside the policy range. Such divergences are expected to be short-term in nature.

113

  Level 1 Level 2 Level 3 Total
Money market fund $
 $1,033
 $
 $1,033
Mutual funds 4,881
 
 
 4,881
Corporate stocks 4,465
 
 
 4,465
Exchange traded funds 2,216
 
 
 2,216
Total plan assets $11,562
 $1,033
 $
 $12,595

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(18)Pension and Employee Benefit Plans, continued

Defined Benefit Pension Plans, continued


For fair value measurement, money market funds arewere valued at amortized cost, which approximates fair value. Mutual funds, U.S. treasuries, corporate stocks, and exchange traded funds arewere valued at the closing price reported in the active market in which the instrument is traded. See Note 24 for more details regarding fair value measurements and the fair value hierarchy.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although management believes the valuation methods arewere appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

(19)Derivatives and Hedging Activities


(19) Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

United is exposed to certain risks arising from both its business operations and economic conditions. United principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. United manages interest rate risk primarily by managingthrough a combination of pricing and term structure of deposit product offerings, the amount sources, and duration of its investment securities portfolio and wholesale funding and, to a lesser degree, through the use of derivative financial instruments. Specifically,From time to time, United enters into derivative financial instruments to manage interest rate risk exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Derivative financial instruments are used to manage differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments principally related to loans, investment securities, wholesale borrowings and deposits.

In conjunction with the FASB’s fair value measurement guidance, United made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting arrangements on a gross basis.


United clears certain derivatives centrally through the Chicago Mercantile Exchange (“CME”). CME rules legally characterize variation margin payments for centrally cleared derivatives as settlements of the derivatives’ exposure rather than as collateral. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting purposes. Variation margin, as determined by the CME, is settled daily. As a result, derivative contracts that clear through the CME have an estimated fair value of zero. The table below presents the fair value of derivative financial instruments as of the dates indicated as well as their classification on the consolidated balance sheets(in thousands):


Derivatives designated as hedging instruments under ASC 815

    Fair Value 
  Balance Sheet December 31, 
Interest Rate Products Location 2017  2016 
         
Fair value hedge of corporate bonds Derivative assets $336  $265 
    $336  $265 
           
Fair value hedge of brokered CD's Derivative liabilities $2,053  $1,980 
    $2,053  $1,980 

    December 31,
Interest Rate Products Balance Sheet Location 2019 2018
Fair value hedge of brokered CDs Derivative liabilities $880
 $1,682
    $880
 $1,682


113

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(19) Derivatives and Hedging Activities, continued


Derivatives not designated as hedging instruments under ASC 815

    Fair Value 
  Balance Sheet December 31, 
Interest Rate Products Location 2017  2016 
         
Customer derivative positions Derivative assets $2,659  $5,266 
Dealer offsets to customer derivative positions Derivative assets  6,867   3,869 
Mortgage banking - loan commitment Derivative assets  1,150   1,552 
Mortgage banking - forward sales commitment Derivative assets  13   534 
Bifurcated embedded derivatives Derivative assets  11,057   10,225 
Interest rate caps Derivative assets  639   - 
Offsetting positions for de-designated hedges Derivative assets  -   1,977 
    $22,385  $23,423 
           
Customer derivative positions Derivative liabilities $7,032  $3,897 
Dealer offsets to customer derivative positions Derivative liabilities  1,551   5,328 
Risk participations Derivative liabilities  20   26 
Mortgage banking - forward sales commitment Derivative liabilities  49   96 
Dealer offsets to bifurcated embedded derivatives Derivative liabilities  14,279   14,341 
De-designated hedges Derivative liabilities  392   1,980 
    $23,323  $25,668 

114

    December 31,
Interest Rate Products Balance Sheet Location 2019 2018
Customer derivative positions Derivative assets $27,277
 $5,216
Dealer offsets to customer derivative positions Derivative assets 394
 7,620
Mortgage banking - loan commitment Derivative assets 1,970
 1,190
Mortgage banking - forward sales commitment Derivative assets 98
 28
Bifurcated embedded derivatives Derivative assets 5,268
 10,651
    $35,007
 $24,705
       
Customer derivative positions Derivative liabilities $446
 $9,661
Dealer offsets to customer derivative positions Derivative liabilities 6,425
 781
Risk participations Derivative liabilities 12
 8
Mortgage banking - forward sales commitment Derivative liabilities 86
 259
Dealer offsets to bifurcated embedded derivatives Derivative liabilities 7,667
 13,339
De-designated hedges Derivative liabilities 
 703
    $14,636
 $24,751

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(19)Derivatives and Hedging Activities, continued

Risk Management Objective of Using Derivatives, continued



Customer derivative positions are between United and certain commercial loan customers with offsetting positions to dealers under a back-to-back swap/cap program. In addition, to accommodate customers, United occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. The agreements, which are typically executed in conjunction with a participation in a loan with the same customer, allow customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of credit risk participations and customer derivative positions.

United also has three3 interest rate swap contracts that are not designated as hedging instruments but are economic hedges of market linkedmarket-linked brokered certificates of deposit. The market linkedmarket-linked brokered certificates of deposit contain embedded derivatives that are bifurcated from the host instruments and marked to market through earnings. The fair value marks on the market linked swaps and the bifurcated embedded derivatives tend to move in opposite directions with changes in 90-day LIBOR and therefore provide an economic hedge.

To accommodate customers, United occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. This allows customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Credit risk participation agreements arise when United contracts with other financial institutions, as a guarantor, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. These transactions are typically executed in conjunction with a participation in a loan with the same customer. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of the credit risk participation.

In addition, United originates certain residential mortgage loans with the intention of selling these loans. Between the time United enters into an interest-rate lock commitment to originate a residential mortgage loan that is to be held for sale and the time the loan is funded and eventually sold, itUnited is subject to the risk of variability in market prices. United also enters into forward sale agreements to mitigate risk and to protect the expected gain on the eventual loan sale. Most of this activity is on a matched basis, with a loan sale commitment hedging a specific loan. The commitments to originate residential mortgage loans and forward loan sales commitments are freestanding derivative instruments. The underlying loans are accountedUnited accounts for under the lower of cost or fair value method and are not reflected in the table above. Beginning late in the third quarter of 2016 formost newly originated mortgage loans, United began to account for the underlying loans at fair value pursuant to the fair value option, and these loans are not reflected in the table above. Fair value adjustments on these derivative instruments are recorded within mortgage loan and other related fee income in the consolidated statements of income.

Cash Flow Hedges of Interest Rate Risk

United’s objectives in using interest rate derivatives are to add stability to net interest revenue and to manage its exposure to interest rate movements. To accomplish this objective, United primarily uses interest rate swaps as part of its interest rate risk management strategy.

At December 31, 20172019 and 2016,2018, United did not have any active cash flow hedges but had dedesignated swaps previously designated as cash flow hedges. Changes in balance sheet composition and interest rate risk position made thecash flow hedges no longernot currently necessary as protection against rising interest rates. The swaps have subsequently been cancelled but the loss remaining in other comprehensive income onfrom prior hedges that had previously been de-designated swaps iswas being amortized into earnings over the original term of the swaps as the forecasted transactions that the swaps were originally designated to hedge arewere still expected to occur. United expects that $499,000 will be reclassified as an increase to deposit interest expense overThis was the next twelve months related to these cash flow hedges.

The table below presents theonly effect of cash flow hedges on the consolidated statements of income(in thousands).

  Amount of Gain (Loss) Recognized
in Other Comprehensive Income
on Derivative (Effective Portion)  
  Gain (Loss) Reclassified from Accumulated Other
Comprehensive Income into Income (Effective
Portion)
  Gain (Loss) Recognized in Income on Derivative
(Ineffective Portion)  
 
  2017  2016  2015  Location 2017  2016  2015  Location 2017  2016  2015 
                                
              Interest revenue $-  $(7) $-               
              Interest expense  (891)  (1,884)  (1,936)              
Interest rate swaps $-  $-  $(471)   $(891) $(1,891) $(1,936) Interest expense $-  $-  $(7)

for the years ended December 31, 2019, 2018 and 2017. During the second quarter of 2019, United amortized the remaining balance of losses on terminated hedging positions from other comprehensive income. See Note 15 for further detail.

Fair Value Hedges of Interest Rate Risk

United is exposed to changes in the fair value of certain of its fixed ratefixed-rate obligations due to changes in interest rates. United uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in interest rates. Interest rate swaps designated as fair value hedges of brokered deposits involve the receipt of fixed-rate amounts from a counterparty in exchange for United making variable rate payments over the life of the agreements without the exchange of the underlying notional amount. Interest rate swaps designated as fair value hedges of fixed rate investments involve the receipt of variable-rate payments from a counterparty in exchange for United making fixed rate payments over the life of the instrument without the exchange of the underlying notional amount.

115

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(19)Derivatives and Hedging Activities, continued

Fair Value Hedges of Interest Rate Risk, continued

At December 31, 2017, United had four interest rate swaps with an aggregate notional amount of $40.7 million that were designated as fair value hedges of interest rate risk and were pay-variable / receive-fixed, hedging the changes in the fair value of fixed rate brokered time deposits resulting from changes in interest rates. Also at December 31, 2017, United had one interest rate swap with a notional of $30 million that was designated as a pay-fixed / receive variable fair value hedge of changes in the fair value of a fixed rate corporate bond. At December 31, 2016, United had one interest rate swap with an aggregate notional amount of $12.8 million that was designated as a fair value hedge of interest rate risk and was pay-variable / receive-fixed, hedging the changes in the fair value of fixed rate brokered time deposits resulting from changes in interest rates. Also at December 31, 2016, United had one interest rate swap with a notional of $30 million that was designated as a pay-fixed / receive variable fair value hedge of changes in the fair value of a fixed rate corporate bond.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain


114

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(19) Derivatives and Hedging Activities, continued


on the hedged item attributable to the hedged risk are recognized in earnings. United includes the gain or loss on the hedged items in the same income statement line item as the offsetting loss or gain on the related derivatives. During the year ended

At December 31, 2017, 20162019 and 2015,2018, United recognized a net losshad 4 interest rate swaps with an aggregate notional amount of $479,000, a net gain of $2.29$37.9 million and a net gain of $210,000,$39.0 million, respectively, related to ineffectiveness in the fair value hedging relationships. United also recognized a net reduction of interest expense of $160,000, $1.61 million and $4.46 million for the years ended December 31, 2017, 2016 and 2015, respectively, related tothat were designated as fair value hedges of fixed-rate brokered time deposits, which includes net settlements ondeposits. The swaps involved the derivatives.receipt of fixed-rate amounts from a counterparty in exchange for United recognized a reductionmaking variable rate payments over the life of the agreements.

During 2017 and through the first quarter of 2018, United also had receive-variable / pay-fixed interest revenue on securities of $302,000, $606,000 and $498,000 during 2017, 2016, and 2015, respectively, related torate swaps designated as fair value hedges of corporate bonds.

fixed-rate investments.

The table below presents the effect of derivatives in fair value hedging relationships on the consolidated statements of income(in thousands).

  Location of Gain                  
  (Loss) Recognized Amount of Gain (Loss) Recognized in  Amount of Gain (Loss) Recognized in 
  in Income Income on Derivative  Income on Hedged Item 
  on Derivative 2017  2016  2015  2017  2016  2015 
                     
Fair value hedges of brokered CD's Interest expense $(657) $1,972  $1,814  $371  $458  $(1,507)
Fair value hedges of corporate bonds Interest revenue  72   234   31   (265)  (376)  (128)
    $(585) $2,206  $1,845  $106  $82  $(1,635)

 Year Ended December 31,
 2019 2018 2017
 Interest expense - deposits Interest expense - deposits Interest revenue - taxable investment securities Other noninterest income Interest expense - deposits Interest revenue - taxable investment securities
Total amounts presented in the
consolidated statements of income
$66,856
 $39,543
 $73,496
 $24,142
 $17,062
 $70,172
            
Gains (losses) on fair value hedging
relationships:
           
Interest rate contracts:           
  Amounts related to interest settlements
on derivatives
(327) (245) 17
 
 160
 (302)
  Recognized on derivatives733
 (220) 
 356
 (657) 72
  Recognized on hedged items(766) (145) 
 (447) 371
 (265)
Net income (expense) recognized on fair
value hedges
$(360) $(610) $17
 $(91) $(126) $(495)

In certain cases, the estate of deceased brokered certificate of deposit holders may put the certificate of deposit back to the issuing bankUnited at par upon the death of the holder. When these deathestate puts occur, a gain or loss is recognized for the difference between the carryingfair value and the par amount of the deposits put back. The change in the fair value of brokered time deposits that are being hedged in fair value hedging relationships reported in the table above includeincludes gains and losses from death putsestate puts.

The table below presents the carrying amount of hedged fixed-rate brokered time deposits and such gains and losses arecumulative fair value hedging adjustments included in the carrying amount of reported ineffectiveness gains or losses.

the hedged liability for the periods presented (in thousands).

  December 31,
  2019 2018
Balance Sheet Location Carrying amount of Assets (Liabilities) Hedge Accounting Basis Adjustment Carrying amount of Assets (Liabilities) Hedge Accounting Basis Adjustment
Deposits $(35,880) $645
 $(35,776) $1,838



115

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(19) Derivatives and Hedging Activities, continued


Derivatives Not Designated as Hedging Instruments under ASC 815

The table below presents the gains and losses recognized in income on derivatives not designated as hedging instruments under ASC 815 for the periods indicated(in thousands).

  Income Statement Year Ended December 31, 
  Location 2017  2016  2015 
            
Customer derivatives and dealer offsets Other fee revenue $2,416  $3,744  $1,713 
Bifurcated embedded derivatives and dealer offsets Other fee revenue  429   297   43 
Interest rate caps Other fee revenue  252   -   - 
De-designated hedges Other fee revenue  (62)  -   - 
Mortgage banking derivatives Mortgage loan revenue  (676)  3,002   - 
Risk participations Other fee revenue  5   360   - 
Total gains and losses   $2,364  $7,403  $1,756 

116

 Income Statement Location Year Ended December 31,
  2019 2018 2017
Customer derivatives and dealer offsetsOther noninterest income $2,878
 $2,658
 $2,416
Bifurcated embedded derivatives and dealer offsetsOther noninterest income 212
 307
 429
Interest rate capsOther noninterest income 
 501
 252
De-designated hedgesOther noninterest income (193) 31
 (62)
Mortgage banking derivativesMortgage loan revenue (1,797) 904
 (676)
Risk participationsOther noninterest income (3) 12
 5
Total gains and losses  $1,097
 $4,413
 $2,364

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(19)Derivatives and Hedging Activities, continued


Credit-risk-related Contingent Features

United manages its credit exposure on derivatives transactions by entering into a bilateral credit support agreement with each non-customer counterparty. The credit support agreements require collateralization of exposures beyond specified minimum threshold amounts. The details of these agreements, including the minimum thresholds, vary by counterparty. As of December 31, 2017,2019, collateral totaling $17.2$14.9 million was pledged toward derivatives in a liability position.

United’s agreements with each of its derivative counterparties contain a provision where if either party defaults on any of its indebtedness, then it could also be declared in default on its derivative obligations. The agreements with derivatives counterparties also include provisions that if not met, could result in United being declared in default. United has agreements with certain of its derivative counterparties that contain a provision whereprovide that if United fails to maintain its status as a well-capitalized institution or is subject to a prompt corrective action directive, the counterparty could terminate the derivative positions and United would be required to settle its obligations under the agreements. As a result of the Dodd-Frank Act, all newly eligible derivatives entered into are cleared through a central clearinghouse. Derivatives that are centrally cleared todo not have credit-risk-related features that require additional collateral if ourUnited’s credit rating were downgraded.

(20)Regulatory Matters


(20) Regulatory Matters

Capital Requirements

United and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on United. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, as revised by the Basel III Capital Rules effective as of January 1, 2015, United and the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures (as defined) established by regulation to ensure capital adequacy require United and the Bank to maintain minimum amounts and ratios of total capital, Tier 1 capital, and common equity Tier 1 capital (“CET1”) to risk-weighted assets, and of Tier 1 capital to average assets.

Effective January 1, 2015,


United and the Basel III Capital Rules revised the framework for prompt corrective action by (i) introducingBank are also subject to a “capital conservation buffer,” which is designed to absorb losses during periods of economic stress. Banking organizations with a ratio of CET1 ratio requirement at each level (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasingto risk-weighted assets above the minimum Tier 1but below the conservation buffer (or below the combined capital ratio requirement for each category (other than critically undercapitalized), withconservation buffer and countercyclical capital buffer, when the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared tolatter is applied) will face constraints on dividends, equity repurchases and discretionary bonus compensation based on the prior 6%); and (iii) eliminatingamount of the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized.

shortfall.


As of December 31, 2017,2019, United and the Bank were categorized as well-capitalized under the regulatory framework for prompt corrective action in effect at such time. To be categorized as well-capitalized at December 31, 2017,2019, United and the Bank must have exceeded the well-capitalized guideline ratios in effect at such time, as set forth in the table below and have met certain other requirements. Management believes that United and the Bank exceeded all well-capitalized requirements at December 31, 2017,2019, and there have been no conditions or events since year-end that would change the status of well-capitalized.

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116

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(20)Regulatory Matters, continued


(20) Regulatory Matters, continued


Regulatory capital ratios at December 31, 20172019 and 2016,2018, along with the minimum amounts required for capital adequacy purposes and to be well-capitalized under prompt corrective action provisions in effect at such times are presented below for United and the Bank(dollars in thousands):

     United Community Banks, Inc.       
  Basel III Guidelines  (consolidated)  United Community Bank 
     Well             
  Minimum  Capitalized  2017  2016  2017  2016 
                   
Risk-based ratios:                        
Common equity tier 1 capital  4.5%  6.5%  11.98%  11.23%  12.93%  12.66%
Tier 1 capital  6.0   8.0   12.24   11.23   12.93   12.66 
Total capital  8.0   10.0   13.06   12.04   13.63   13.48 
Tier 1 leverage ratio  4.0   5.0   9.44   8.54   9.98   9.63 
Common equity tier 1 capital         $1,053,983  $874,452  $1,135,728  $984,529 
Tier 1 capital          1,076,465   874,452   1,135,728   984,529 
Total capital          1,149,191   937,876   1,196,954   1,047,953 
                         
Risk-weighted assets          8,797,387   7,789,089   8,781,177   7,775,352 
Average total assets          11,403,248   10,236,868   11,385,716   10,221,318 

 Basel III Guidelines 
United Community Banks, Inc.
(consolidated)
 United Community Bank
 
Minimum (1)
 
Well
Capitalized
 2019 2018 2019 2018
Risk-based ratios: 
  
  
  
  
  
Common equity tier 1 capital4.5% 6.5% 12.97% 12.16% 14.87% 12.91%
Tier 1 capital6.0
 8.0
 13.21
 12.42
 14.87
 12.91
Total capital8.0
 10.0
 15.01
 14.29
 15.54
 13.60
Tier 1 leverage ratio4.0
 5.0
 10.34
 9.61
 11.63
 9.98
Common equity tier 1 capital    $1,275,148
 $1,148,355
 $1,458,720
 $1,216,449
Tier 1 capital    1,299,398
 1,172,605
 1,458,720
 1,216,449
Total capital    1,476,302
 1,348,843
 1,524,267
 1,281,062
Risk-weighted assets    9,834,051
 9,441,622
 9,810,477
 9,421,009
Average total assets    12,568,563
 12,207,986
 12,545,254
 12,183,341

(1) As of December 31, 2019 and 2018 the additional capital conservation buffer in effect was 2.50% and 1.87%
Cash, Dividend, Loan and Other Restrictions

At December 31, 20172019 and 2016,2018, the Bank did not have a required reserve balance at the Federal Reserve Bank of Atlanta.

Federal and state banking regulations place certain restrictions on dividends paid by the Bank to United. In addition, dividends paid to United require pre-approval of the Georgia Department of Banking and Finance and the FDIC while the Bank has an accumulated deficit (negative retained earnings).Holding Company. During 2017 and 2016,2018, the Bank received regulatory approval to pay cash dividends to Unitedthe Holding Company of $103 million and $41.5 million, respectively.

$162 million. NaN cash dividends were paid by the Bank to the Holding Company in 2019.

The Federal Reserve Act requires that extensions of credit by the Bank to certain affiliates, including United,the Holding Company, be secured by specific collateral, that the extension of credit to any one affiliate be limited to 10% of capital and surplus (as defined), and that extensions of credit to all such affiliates be limited to 20% of capital and surplus.

United and the

The Bank are partiesis a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of these instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. United uses the same credit policies in making commitments and conditional obligations as it uses for underwriting on-balance sheet instruments. In most cases, collateral or other security is required to support financial instruments with credit risk.

(21)Commitments and Contingencies


(21) Commitments and Contingencies

The following table summarizes, as of the dates indicated, the contract amount of off-balance sheet instruments(in thousands):

  2017  2016 
Financial instruments whose contract amounts represent credit risk:        
Commitments to extend credit $1,910,777  $1,542,186 
Letters of credit  28,075   26,862 
Minimum Lease Payments  27,101   29,090 

118

 December 31,
 2019 2018
Financial instruments whose contract amounts represent credit risk: 
  
Commitments to extend credit$2,126,275
 $2,129,463
Letters of credit22,533
 25,447

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(21)Commitments and Contingencies, continued


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn on, the total commitment amounts do not necessarily represent

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(21) Commitments and Contingencies, continued


future cash requirements. United evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management’s credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

Letters of credit are conditional commitments issued by United and could result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party or upon the non-performance of the customer. Those guarantees are primarily issued to local businesses and government agencies. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In most cases, the Bank holds real estate, certificates of deposit, and other acceptable collateral as security supporting those commitments for which collateral is deemed necessary. The extent of collateral held for those commitments varies.

United maintains an allowance for unfunded loan commitments which is included in the balance of other liabilities in the consolidated balance sheets. The allowance for unfunded loan commitments is determined as part of the quarterly analysis of the allowance for credit losses and is based on probable incurred losses in unfunded loan commitments that are expected to result in funded loans.

United’s wholly-owned bank subsidiary, United Community

The Bank (the “Bank”) holds minor investments in certain limited partnerships for CRA purposes. As of December 31, 2017,2019, the Bank had a recorded investment of $4.27$34.8 million in these limited partnerships and had committed to fund an additional $5.30$5.72 million related to future capital calls that has not been reflected in the consolidated balance sheet.

United, in the normal course of business, is subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Although it is not possible to predict the outcome of these lawsuits, or the range of any possible loss, management, after consultation with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising from these lawsuits will have a material adverse effect on financial position or results of operations.

(22)Common and Preferred Stock


(22) Common and Preferred Stock

In the second quarterNovember of 2016, United amended its articles of incorporation to increase the number of authorized shares of common stock from 100 million to 150 million shares.

On March 22, 2016, United announced that its2019, United’s Board of Directors had authorized a programan update to the existing common stock repurchase plan to authorize the repurchase of its common stock up to $50 millionmillion. The program is scheduled to expire on the earlier of United’s outstandingrepurchase of its common stock throughhaving an aggregate purchase price of $50 million or December 31, 2017. In November of 2017, the Board of Directors extended this program to December 31, 2018.2020. Under the program, the shares may be repurchased periodically in open market transactions at prevailing market prices,or in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value offrom time to time, subject to market conditions. During 2019, 500,495 shares were repurchased under the program depends on a number of factors, including the market price of United’s common stock, general market and economic conditions, and applicable legal requirements. During 2017, United did not repurchase any shares under the program. During 2016, United2018, 0 shares were repurchased 764,000 shares under the program. As of December 31, 2017, $36.32019, United had remaining authorization to repurchase up to $50.0 million of outstanding common stock may be repurchased under the program.


United may issue preferred stock in one or more series, up to a maximum of 10,000,000 shares. Each series shall include the number of shares issued, preferences, special rights and limitations as determined by the Board of Directors.

As discussed in Note 3, on May 1, 2015, United completed its acquisition of Moneytree. Upon completion of the acquisition, each share of preferred stock issued by MoneyTree as part of the SBLF program of the Treasury (9,992 shares in the aggregate with a liquidation preference amount of $1,000 per share) was converted automatically into one substantially identical share of preferred tock of United with a liquidation preference amount of $1,000 per share, designated as United’s Non-Cumulative Perpetual Preferred Stock, Series H. The SBLF Preferred Shares had terms and conditions identical to those shares of preferred stock issued by MoneyTree to the Treasury.  The Series H preferred stock paid noncumulative dividends quarterly at a dividend rate of 1.00% per annum through March 15, 2016 and 9% per annum thereafter.  In the first quarter of 2016, United redeemed all of its outstanding Series H preferred stock. The preferred stock was redeemed at par and did not result in any gain or loss.

United had no0 preferred stock outstanding as of December 31, 20172019 or 2016.

119
2018.


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(23)Equity Compensation and Related Plans

(23) Equity Compensation and Related Plans

United has an equity compensation plan that allows for grants of incentive stock options, nonqualified stock options, restricted stock and restricted stock unit awards (also referred to as “nonvested stock” awards), stock awards, performance share awards or stock appreciation rights.various share-based compensation. Options granted under the plan can have an exercise price no less than the fair market value of the underlying stock at the date of grant. The general terms of the plan include a vesting period (usually four years) with an exercisable period not to exceed ten years. Certain options restricted stock and restricted stock unit awards provide for accelerated vesting if there is a change in control of United or certain other conditions are met (as defined in the plan document). As of December 31, 2017, 1.932019, 1.32 million additional awards could be granted under the plan. Through December 31, 2017, incentive

118

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(23) Equity Compensation and Related Plans, continued


Restricted stock options, nonqualified stock options, restricted stock and restricted stock unit awards, base salary stock grants and performance share awards had been granted under the plan.

Restricted stockunits and options outstanding and activity for the years ended December 31 consisted of the following:

  Restricted Stock  Options 
     Weighted        Weighted  Weighted    
     Average  Aggregate     Average  Average  Aggregate 
     Grant Date  Intrinsic     Exercise  Remaining  Intrinsic 
  Shares  Fair Value  Value (000's)  Shares  Price  Term (Yrs.)  Value (000's) 
December 31, 2014  829,201  $14.76       313,555  $93.40         
Granted  265,306   18.66       -   -         
Vested  (305,902)  14.00       -   -         
Expired  -   -       (45,866)  108.93         
Cancelled  (75,938)  15.63       (26,196)  98.36         
December 31, 2015  712,667   16.44       241,493   89.92         
Granted  302,012   21.42       -   -         
Vested  (261,729)  16.14       -   -         
Expired  -   -       (52,853)  135.32         
Cancelled  (61,980)  17.99       (115,975)  104.05         
December 31, 2016  690,970   18.60       72,665   34.34         
Granted  270,339   26.50       -   -         
Vested  (284,662)  17.48  $7,782   -   -         
Expired  -   -       (1,538)  147.60         
Cancelled  (12,830)  19.91       (10,840)  75.08         
December 31, 2017  663,817   22.40   18,680   60,287   24.12   3.06  $355 
Vested / Exercisable                            
at December 31, 2017  -   -       57,787   24.44   2.90   326 

 Restricted Stock Units Options
 Shares Weighted Average Grant Date Fair Value 
Aggregate
Intrinsic
Value (000’s)
 Shares Weighted Average Exercise Price Weighted Average Remaining Term (Yrs.) Aggregate Intrinsic Value (000’s)
December 31, 2016690,970
 $18.60
   72,665
 $34.34
    
Granted270,339
 26.50
   
 
    
Vested(284,662) 17.48
   
 
    
Expired
 
   (1,538) 147.60
    
Cancelled(12,830) 19.91
   (10,840) 75.08
    
December 31, 2017663,817
 22.40
   60,287
 24.12
    
Granted416,484
 30.54
   
 
    
Vested / Exercised(290,013) 20.18
   (12,000) 11.85
    
Cancelled(30,542) 23.65
   (1,148) 31.50
    
December 31, 2018759,746
 27.66
   47,139
 27.07
    
Granted315,827
 26.74
   
 
    
Vested / Exercised(216,138) 25.38
 $6,004
 (13,000) 16.34
    
Expired
 


   (30,243) 31.43
    
Cancelled(51,011) 27.18
   (2,396) 29.68
    
December 31, 2019808,424
 27.94
 24,964
 1,500
 27.95
 0.27 $4
Vested / Exercisable             
at December 31, 2019
 
   1,500
 27.95
 0.27 4

The following is a summary of stock options outstanding at December 31, 2017:

Options Outstanding  Options Exercisable 
      Weighted  Average     Weighted 
Shares  Range  Average Price  Remaining Life  Shares  Average Price 
                 
 10,000  $10.00 - 15.00  $11.20   3.58   10,000  $11.20 
 15,300   15.01 - 20.00   16.19   6.31   12,800   16.08 
 500   20.01 - 25.00   22.95   2.22   500   22.95 
 1,023   25.01 - 30.00   29.45   1.07   1,023   29.45 
 33,464   30.01 - 31.50   31.47   1.50   33,464   31.47 
 60,287   10.00 - 31.50   24.12   3.06   57,787   24.44 

2019:

 Options Outstanding Options Exercisable 
 Shares Range Weighted Average Price Average Remaining Life Shares Weighted Average Price 
 500
 20.00 - 25.00 $22.95
 0.22 500
 $22.95
 
 1,000
 30.01 - 30.45 30.45
 0.29 1,000
 30.45
 
 1,500
 20.00 - 30.45 27.95
 0.27 1,500
 27.95
 

NaN compensation expense relating to options was included in earnings for 2019. Compensation expense relating to options of $28,000, $30,000$18,000 and $35,000,$28,000, respectively, was included in earnings for 2017, 20162018 and 2015.2017. The amount of compensation expense for all periods was determined based on the fair value of options at the time of grant, multiplied by the number of options granted that were expected to vest, which was then amortized over the vesting period. There were no options exercised during 2017, 2016 or 2015.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(23)Equity Compensation and Related Plans, continued

Compensation expense for restricted stock units without market conditions is based on the fair value of restricted stock awards at the time of grant, which is equal to themarket value of United’s common stock on the date of grant. United recognizes the impact of forfeitures as they occur. The value of restricted stock grants that are expected to vestunit awards is amortized into expense over the vestingservice period. Compensation expense recognized in the consolidated statements of income for employee restricted stock unit awards in 2019, 2018 and 2017 2016was $8.98 million, $5.69 million and 2015 was $5.51 million, $4.29respectively. Of the expense related to restricted stock unit awards during the twelve months ended December 31, 2019, $1.38 million related to the modification of existing awards resulting from an acceleration of vesting of awards due to retirement and $4.21$740,000 related to awards granted in conjunction with an acquisition, both of which were recognized in merger-related and other charges in the consolidated statement of income. The remaining expense of $6.86 million respectively.was recognized in salaries and employee benefits expense, as was the entire amount for 2018. Of the expense recognized related to restricted stock unit awards during 2017, $696,000 related to the modification of existing awards resulting from an acceleration of vesting of unvested awards due to retirement, which was recognized in merger-related and other charges. The remaining expense of $4.82 million was recognized in compensation expense. In addition, in 2019, 2018, and 2017, 2016,$379,000, $338,000 and 2015, $287,000, $177,000 and $153,000, respectively, was recognized in other operating expenses for restricted stock unit awards granted to members of United’s board of directors.

During 2019 and 2018, in addition to time-based restricted stock unit awards, United’s Board of Directors approved performance-based restricted stock unit awards with market conditions (“PSUs”). The PSUs will vest based on achieving, during the applicable

119

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(23) Equity Compensation and Related Plans, continued


calendar-year performance periods, certain performance and market targets relative to a bank peer group. Achievement of the base-level performance and market targets for all applicable periods will result in the issuance of 96,910 shares, which are included in the outstanding balance in the table above. Additional shares may be issued if more stringent performance and market hurdles are met. The grant date per share fair market value of these PSUs was estimated using the Monte Carlo Simulation valuation model.

A deferred income tax benefit related to compensation expense for options and restricted stock units of $2.27$2.39 million, $1.75$1.54 million and $1.71$2.27 million was included in the determination of income tax expense in 2017, 20162019, 2018 and 2015,2017, respectively. As of December 31, 2017,2019, there was $11.3$14.8 million of unrecognized compensation cost related to nonvested stock options and restricted stock units granted under the plan. The cost is expected to be recognized over a weighted-average period of 2.982.5 years.

United sponsors a Dividend Reinvestment and Stock Purchase Plan (“DRIP”) that allows participants who already own United’s common stock to purchase additional shares directly from the Company. The DRIP also allows participants to automatically reinvest their quarterly dividends in additional shares of common stock without a commission. The DRIP had previously been suspended but was re-activated in 2014 when United restored its quarterly dividend. In 2019, 2018 and 2017, 201662,629, 7,307 and 2015, 4,404 4,044 and 2,916 shares, respectively, were issued under the DRIP.

United has an Employee Stock Purchase Program (“ESPP”) that allows eligible employees to purchase shares of common stock at a discount (10%), with no commission charges. During 2017, 20162019, 2018 and 20152017 United issued 13,422, 16,45620,928, 17,941 shares and 14,21313,422 shares, respectively, through the ESPP.

United offers its common stock as an investment option in its deferred compensation plan. The common stock component is accounted for as an equity instrument and is reflected in the consolidated balance sheets as common stock issuable. The deferred compensation plan does not allow for diversification once an election is made to invest in United stock and settlement must be accomplished in shares at the time the deferral period is completed. United also allows restricted stock unit grantees to defer all or a portion of their restricted stock inawards into the deferred compensation plan upon vesting. At December 31, 20172019 and 2016,2018, United had 607,869664,640 shares and 519,874674,499 shares, respectively, of its common stock that was issuable under the deferred compensation plan.


(24)Assets and Liabilities Measured at Fair Value Measurements


Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Financial Accounting Standards Board’s Accounting Standards Codification Topic 820 (“ASC 820”)Fair Value Measurements and DisclosuresestablishesUnited uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). United has processes in place to review the significant valuation inputs and to reassess how the instruments are classified in the valuation framework.

Fair Value Hierarchy

Level 1        Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that United has the ability to access.

Level 2        Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3        Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(24)Assets and Liabilities Measured at Fair Value, continued

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. United’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.



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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(24) Fair Value Measurements, continued


Investment Securities Available-for-Sale

Investment

Debt securities available-for-sale and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds, corporate debt securities and asset-backed securities and are valued based on observable inputs that include: quoted market prices for similar assets, quoted market prices that are not in an active market, or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the securities. Securities classified as Level 3 include asset-backed securitiesthose traded in less liquid markets. Securities classified as Level 3markets and are valued based on estimates obtained from broker-dealers andthat are not directly observable.


Deferred Compensation Plan Assets and Liabilities

Included in other assets in the consolidated balance sheets are assets related to employee deferred compensation plans. The assets associated with these plans are invested in mutual funds and classified as Level 1. Deferred compensation liabilities, also classified as Level 1, are carried at the fair value of the obligation to the employee, which mirrors the fair value of the invested assets and is included in other liabilities in the consolidated balance sheets.

Mortgage Loans Held for Sale

Beginning in the third quarter of 2016,

United has elected the fair value option for newly originated mortgage loans held for sale. United elected the fair value option for its portfolio of mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan (Level 2).

Loans

United does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan's observable market price, or the fair value of the collateral if repayment of the loan is dependent upon the sale of the underlying collateral.

Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with ASC 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, United records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, United records the impaired loan as nonrecurring Level 3.

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UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(24)Assets and Liabilities Measured at Fair Value, continued

Derivative Financial Instruments

United uses interest rate swaps and interest rate floors to manage its interest rate risk. The valuation of these instruments is typically determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. United also uses best effort and mandatory delivery forward loan sale commitments to hedge risk in its mortgage lending business.

To comply with the provisions of ASC 820, management incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, management has considered the effect of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although management has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2017,2019, management had assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. Derivatives classified as Level 3 included structured derivatives for which broker quotes, used as a key valuation input, were not observable consistent with a Level 2 disclosure. This resulted in the Bank transferring them to a Level 3 disclosure in 2014. The fair value of risk participations incorporates Level 3 inputs to evaluate the likelihood of customer default. The fair value of interest rate lock commitments, which is related to mortgage loan commitments, is categorized as Level 3 based on unobservable inputs for commitments that United does not expect to fund.

Servicing Rights for Residential Mortgage and SBA/USDA Loans

United recognizes servicing rights upon the sale of Small Business Administration and United States Department of Agriculture (“SBA/USDA”)loans sold with servicing retained. This asset is recorded at fair value on recognition, and management has elected to carry this asset at fair value for subsequent reporting. Given the nature of the asset, the key valuation inputs are unobservable and management considers this asset as Level 3.

Residential Mortgage Servicing Rights

United recognizes servicing rights upon the sale of residential mortgage and SBA/USDA loans sold with servicing retained. Effective January 1, 2017, managementManagement has elected to carry this assetthese assets at fair value. Given the nature of the asset,assets, the key valuation inputs are unobservable and management classifies this asset asconsiders these Level 3. The cumulative effect adjustment3 assets. For disclosure regarding the fair value of this electionservicing rights, see Note 10.


121

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to retained earnings, net of income tax effect, was $437,000.

Consolidated Financial Statements

(24) Fair Value Measurements, continued


Pension Plan Assets

For disclosure regarding the fair value of pension plan assets, see Note 18.

123

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(24)Assets and Liabilities Measured at Fair Value, continued

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The table below presents United’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall(in thousands):

December 31, 2017 Level 1  Level 2  Level 3  Total 
Assets:                
Securities available for sale:                
U.S. Treasuries $121,113  $-  $-  $121,113 
U.S. Government agencies  -   26,372   -   26,372 
State and political subdivisions  -   197,286   -   197,286 
Mortgage-backed securities  -   1,727,211   -   1,727,211 
Corporate bonds  -   305,453   900   306,353 
Asset-backed securities  -   237,458   -   237,458 
Other  -   57   -   57 
Mortgage loans held for sale  -   26,252   -   26,252 
Deferred compensation plan assets  5,716   -   -   5,716 
Servicing rights for SBA/USDA loans  -   -   7,740   7,740 
Residential mortgage servicing rights  -   -   8,262   8,262 
Derivative financial instruments  -   10,514   12,207   22,721 
                 
Total assets $126,829  $2,530,603  $29,109  $2,686,541 
                 
Liabilities:                
Deferred compensation plan liability $5,716  $-  $-  $5,716 
Derivative financial instruments  -   8,632   16,744   25,376 
                 
Total liabilities $5,716  $8,632  $16,744  $31,092 

December 31, 2016 Level 1  Level 2  Level 3  Total 
Assets:                
Securities available for sale                
U.S. Treasuries $169,616  $-  $-  $169,616 
U.S. Agencies  -   20,820   -   20,820 
State and political subdivisions  -   74,177   -   74,177 
Mortgage-backed securities  -   1,391,682   -   1,391,682 
Corporate bonds  -   304,717   675   305,392 
Asset-backed securities  -   469,569   -   469,569 
Other  -   1,182   -   1,182 
Mortgage loans held for sale  -   27,891   -   27,891 
Deferred compensation plan assets  4,161   -   -   4,161 
Servicing rights for SBA/USDA loans  -   -   5,752   5,752 
Derivative financial instruments  -   11,911   11,777   23,688 
                 
Total assets $173,777  $2,301,949  $18,204  $2,493,930 
                 
Liabilities:                
Deferred compensation plan liability $4,161  $-  $-  $4,161 
Derivative financial instruments  -   11,301   16,347   27,648 
                 
Total liabilities $4,161  $11,301  $16,347  $31,809 

124

December 31, 2019 Level 1 Level 2 Level 3 Total
Assets:  
  
  
  
Debt securities available for sale:  
  
  
  
U.S. Treasuries $154,618
 $
 $
 $154,618
U.S. Government agencies 
 3,035
 
 3,035
State and political subdivisions 
 226,490
 
 226,490
Residential mortgage-backed securities 
 1,299,025
 
 1,299,025
Commercial mortgage-backed securities 
 284,953
 
 284,953
Corporate bonds 
 202,093
 998
 203,091
Asset-backed securities 
 103,369
 
 103,369
Equity securities with readily determinable fair values 1,973
 
 
 1,973
Mortgage loans held for sale 
 58,484
 
 58,484
Deferred compensation plan assets 8,133
 
 
 8,133
Servicing rights for SBA/USDA loans 
 
 6,794
 6,794
Residential mortgage servicing rights 
 
 13,565
 13,565
Derivative financial instruments 
 27,769
 7,238
 35,007
Total assets $164,724
 $2,205,218
 $28,595
 $2,398,537
         
Liabilities:        
Deferred compensation plan liability $8,132
 $
 $
 $8,132
Derivative financial instruments 
 6,957
 8,559
 15,516
Total liabilities $8,132
 $6,957
 $8,559
 $23,648
December 31, 2018 Level 1 Level 2 Level 3 Total
Assets:  
  
  
  
Securities available for sale:  
  
  
  
U.S. Treasuries $149,307
 $
 $
 $149,307
U.S. Government agencies 
 25,553
 
 25,553
State and political subdivisions 
 233,941
 
 233,941
Residential mortgage-backed securities 
 1,445,910
 
 1,445,910
Commercial mortgage-backed securities 
 391,917
 
 391,917
Corporate bonds 
 198,168
 995
 199,163
Asset-backed securities 
 182,676
 
 182,676
Equity securities with readily determinable fair values 1,076
 
 
 1,076
Mortgage loans held for sale 
 18,935
 
 18,935
Deferred compensation plan assets 6,404
 
 
 6,404
Servicing rights for SBA/USDA loans 
 
 7,510
 7,510
Residential mortgage servicing rights 
 
 11,877
 11,877
Derivative financial instruments 
 12,864
 11,841
 24,705
Total assets $156,787
 $2,509,964
 $32,223
 $2,698,974
         
Liabilities:        
Deferred compensation plan liability $6,404
 $
 $
 $6,404
Derivative financial instruments 
 10,701
 15,732
 26,433
Total liabilities $6,404
 $10,701
 $15,732
 $32,837


122

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(24)
Assets and Liabilities Measured at Fair Value, continued

Assets and Liabilities Measured at Fair Value on a Recurring Basis,Measurements, continued



For disclosure regarding the fair value of servicing rights, see Note 10. The following table shows a reconciliation of the beginning and ending balances for all other assets measured at fair value on a recurring basis using significant unobservable inputs that are classified as Level 3 values(in thousands):

  Derivative
Asset
  Derivative
Liability
  Servicing
rights for
SBA/USDA
loans
  Residential
mortgage
servicing
rights
  Securities
Available-
for-Sale
 
December 31, 2014 $12,262  $18,979  $2,551  $-  $750 
Business combinations  286   -   137   -   - 
Additions  311   -   1,699   -   - 
Sales and settlements  (409)  -   (353)  -   - 
Amounts included in earnings - fair value adjustments  (3,032)  (3,185)  (322)  -   - 
December 31, 2015  9,418   15,794   3,712   -   750 
Additions  -   17   2,723   -   - 
Sales and settlements  (509)  (1,001)  (393)  -   - 
Other comprehensive income  -   -   -   -   (75)
Amounts included in earnings - fair value adjustments  2,868   1,537   (290)  -   - 
December 31, 2016  11,777   16,347   5,752   -   675 
Tranfer from amortization method to fair value  -   -   -   5,070   - 
Business combinations  -   -   419   -   - 
Additions  -   -   2,737   3,602   - 
Sales and settlements  (1,744)  (2,423)  (621)  (328)  - 
Other comprehensive income  -   -   -   -   225 
Amounts included in earnings - fair value adjustments  2,174   2,820   (547)  (82)  - 
December 31, 2017 $12,207  $16,744  $7,740  $8,262  $900 

  
Derivative
Asset
 
Derivative
Liability
 
Debt Securities
Available-
for-Sale
 
 December 31, 2016$11,777
 $16,347
 $675
 
 Sales and settlements(1,744) (2,423) 
 
 Other comprehensive income
 
 225
 
 Amounts included in earnings - fair value adjustments2,174
 2,820
 
 
 December 31, 201712,207
 16,744
 900
 
 Sales and settlements(1,029) (1,347) 
 
 Other comprehensive income
 
 95
 
 Amounts included in earnings - fair value adjustments663
 335
 
 
 December 31, 201811,841
 15,732
 995
 
 Sales and settlements(1,135) (2,330) 
 
 Other comprehensive income
 
 3
 
 Amounts included in earnings - fair value adjustments(3,468) (4,843) 
 
 December 31, 2019$7,238
 $8,559
 $998
 


The following table presents quantitative information about recurring Level 3 fair value measurements, for fair value on a recurring basis atexcluding servicing rights which are detailed in Note 10 (in thousands):

  Fair Value      Weighted Average 
  December 31,  Valuation   December 31, 
Level 3 Assets 2017  2016  Technique Unobservable  Inputs 2017  2016 
                 
Servicing rights for SBA/USDA loans $7,740  $5,752  Discounted cash flow Discount rate
Prepayment rate
  12.5
8.31
%
%
  11.0
7.12
%
%
                     
Residential mortgage servicing rights  8,262   -  Discounted cash flow Discount rate
Prepayment rate
  10
9.5
%
%
  

N/A

 

 
                     
Corporate bonds  900   675  Indicative bid provided by a broker Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the company  N/A   N/A 
                     
Derivative assets - mortgage  1,150   1,552  Internal model Pull through rate  80%  80%
                     
Derivative assets - other  11,057   10,225  Dealer priced Dealer priced  N/A   N/A 
                     
Derivative liabilities - risk participations  20   26  Internal model Probable exposure rate
Probability of default rate
  .37
1.80
%
%
  .35
1.80
%
%
                     
Derivative liabilities - other  16,724   16,321  Dealer priced Dealer priced  N/A   N/A 

125

  Fair Value     Weighted Average
  December 31, Valuation Technique   December 31,
Level 3 Assets 2019 2018  Unobservable Inputs 2019 2018
Corporate bonds 998
 995
 Indicative bid provided by a broker Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the company N/A
 N/A
Derivative assets - mortgage 1,970
 1,190
 Internal model Pull through rate 83.6% 80.7%
Derivative assets - other 5,268
 10,651
 Dealer priced Dealer priced N/A
 N/A
Derivative liabilities - risk participations 12
 8
 Internal model Probable exposure rate 0.36% 0.44%
        Probability of default rate 1.80% 1.80%
Derivative liabilities - other 8,547
 15,724
 Dealer priced Dealer priced N/A
 N/A

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(24)Assets and Liabilities Measured at Fair Value, continued


Fair Value Option

At December 31, 2017,2019, mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $26.3$58.5 million and $25.4$56.6 million, respectively. At December 31, 2016,2018, mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $27.9$18.9 million and $27.6$18.2 million, respectively. Interest income on these loans is calculated based on the note rate of the loan and is recorded in interest revenue. During 20172019, 2018, and 2016, net gains resulting from2017 changes in fair value of these loans resulted in net gains of $1.18 million, net losses of $133,000, and net gains of $505,000 and $322,000, respectively, which were recorded in mortgage loan and other related fees. These changes in fair value were mostly offset by hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

United may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These assets are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment.


123

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(24) Fair Value Measurements, continued


The following table presents the fair value hierarchy and carrying value of all assets that were still held as of December 31, 20172019 and 2016,2018, for which a nonrecurring fair value adjustment was recorded during the periods presented(in thousands).

December 31, 2017 Level 1  Level 2  Level 3  Total 
Loans $-  $-  $6,905  $6,905 
                 
December 31, 2016                
Loans $-  $-  $7,179  $7,179 


 December 31, 2019 Level 1 Level 2 Level 3 Total 
 Loans $
 $
 $20,977
 $20,977
 
           
 December 31, 2018         
 Loans $
 $
 $8,631
 $8,631
 

Loans that are reported above as being measured at fair value on a nonrecurring basis are generally impaired loans that have either been partially charged off or have specific reserves assigned to them. Nonaccrual impaired loans that are collateral dependent are generally written down to 80% of appraised value which considers the estimated costs to sell. Specific reserves are established for impaired loans based on appraised value of collateral or discounted cash flows, although only those specific reserves based on the fair value of collateral are considered nonrecurring fair value adjustments.

When the fair value of the collateral is based on an observable market price or a current appraised value, United records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value is further impaired below the appraised value and there is no observable market price, United records the impaired loan as nonrecurring Level 3.


Assets and Liabilities Not Measured at Fair Value

For financial instruments that have quoted market prices in active markets, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or repricehave variable interest rates that reset frequently to a market rate are assumed to have a fair value that approximates reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that United would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.

Cash and cash equivalents and repurchase agreements have short maturities and therefore the carrying value approximates fair value. The fair value of securities available-for-sale equals the balance sheet value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of United’s entire holdings. Because no ready market exists for a significant portion of United’s financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include the mortgage banking operation, brokerage network, deferred income taxes, premises and equipment and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

126


UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes

Cash and cash equivalents and repurchase agreements have short maturities and therefore the carrying value approximates fair value. Due to Consolidated Financial Statements

(24)Assets and Liabilities Measured at Fair Value, continued

Assetsthe short-term settlement of accrued interest receivable and Liabilities Not Measured at Fair Value, continued

payable, the carrying amount closely approximates fair value.

Off-balance sheet instruments (commitments to extend credit and standby letters of credit) for which draws can be reasonably predicted are generally short-term and at variable rates. Therefore, both the carrying amount and the estimated fair value associated with these instruments are immaterial.


124

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(24) Fair Value Measurements, continued


The carrying amount and fair values for other financial instruments that are not measured at fair value on a recurring basis in United’s consolidated balance sheets are as follows(in thousands):

  Carrying  Fair Value Level 
December 31, 2017 Amount  Level 1  Level 2  Level 3  Total 
Assets:               
Securities held to maturity $321,094  $-  $321,276  $-  $321,276 
Loans, net  7,676,658   -   -   7,674,460   7,674,460 
Loans held for sale  6,482   -   6,514   -   6,514 
                     
Liabilities:                    
Deposits  9,807,697   -   9,809,264   -   9,809,264 
Federal Home Loan Bank advances  504,651   -   504,460   -   504,460 
Long-term debt  120,545   -   -   123,844   123,844 
                     
December 31, 2016                    
Assets:                    
Securities held to maturity $329,843  $-  $333,170  $-  $333,170 
Loans, net  6,859,214   -   -   6,824,229   6,824,229 
Loans held for sale  1,987   -   2,018   -   2,018 
Residential mortgage servicing rights  4,372   -   -   5,175   5,175 
                     
Liabilities:                    
Deposits  8,637,558   -   8,635,811   -   8,635,811 
Federal Home Loan Bank advances  709,209   -   709,174   -   709,174 
Long-term debt  175,078   -   -   175,750   175,750 

127

  Carrying Amount Fair Value Level
December 31, 2019  Level 1 Level 2 Level 3 Total
Assets:          
Securities held to maturity $283,533
 $
 $287,904
 $
 $287,904
Loans, net 8,750,464
 
 
 8,714,592
 8,714,592
           
Liabilities:          
Deposits 10,897,244
 
 10,897,465
 
 10,897,465
Long-term debt 212,664
 
 
 217,665
 217,665
           
December 31, 2018          
Assets:          
Securities held to maturity $274,407
 $
 $268,803
 $
 $268,803
Loans, net 8,322,198
 
 
 8,277,387
 8,277,387
           
Liabilities:          
Deposits 10,534,513
 
 10,528,834
 
 10,528,834
Federal Home Loan Bank advances 160,000
 
 159,988
 
 159,988
Long-term debt 267,189
 
 
 278,996
 278,996



125

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements


(25)Condensed Financial Statements of United Community Banks, Inc. (Parent(Holding Company Only)


Statements of Income

For the Years Ended December 31, 2017, 20162019, 2018 and 2015

2017

(in thousands)

  2017  2016  2015 
          
Dividends from bank $103,200  $41,500  $77,500 
Dividends from other subsidiaries  -   -   3,500 
Shared service fees from subsidiaries  10,481   8,476   7,628 
Other  1,078   685   123 
Total income  114,759   50,661   88,751 
             
Interest expense  10,258   11,209   10,385 
Other expense  14,960   11,380   11,185 
Total expenses  25,218   22,589   21,570 
             
Income tax benefit  1,447   6,717   1,709 
Income before equity in undistributed (loss) earnings of subsidiaries  90,988   34,789   68,890 
Equity in undistributed (loss) earnings of subsidiaries  (23,167)  65,867   2,688 
Net income $67,821  $100,656  $71,578 

 2019 2018 2017
Dividends from bank$
 $161,500
 $103,200
Dividends from other subsidiaries4,651
 850
 
Shared service fees from subsidiaries14,721
 10,257
 10,481
Other1,468
 133
 1,078
Total income20,840
 172,740
 114,759
Interest expense11,573
 11,868
 10,258
Other expense18,965
 14,456
 14,960
Total expenses30,538
 26,324
 25,218
Income tax benefit8,711
 1,640
 1,447
Income before equity in undistributed (loss) earnings of subsidiaries(987) 148,056
 90,988
Equity in undistributed earnings (loss) of subsidiaries186,708
 18,055
 (23,167)
Net income$185,721
 $166,111
 $67,821

Balance Sheets

As of December 31, 20172019 and 2016

2018

(in thousands)

Assets      
       
  2017  2016 
         
Cash $26,054  $42,980 
Investment in bank  1,390,490   1,201,868 
Investment in other subsidiaries  4,744   3,731 
Other assets  20,578   17,800 
Total assets $1,441,866  $1,266,379 
         
Liabilities and Shareholders' Equity        
         
Long-term debt $120,545  $175,078 
Other liabilities  17,987   15,566 
Total liabilities  138,532   190,644 
Shareholders' equity  1,303,334   1,075,735 
Total liabilities and shareholders' equity $1,441,866  $1,266,379 

128

 2019 2018
Assets   
Cash$32,495
 $145,669
Investment in bank1,814,414
 1,522,402
Investment in other subsidiaries752
 4,549
Other assets29,308
 21,881
Total assets$1,876,969
 $1,694,501
Liabilities and Shareholders’ Equity   
Long-term debt$212,664
 $212,193
Other liabilities28,613
 24,754
Total liabilities241,277
 236,947
Shareholders’ equity1,635,692
 1,457,554
Total liabilities and shareholders’ equity$1,876,969
 $1,694,501




126

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(25)Condensed Financial Statements of United Community Banks, Inc. (Parent Only), continued

(25) Condensed Financial Statements of United Community Banks, Inc. (Holding Company Only), continued

Statements of Cash Flows

For the Years Ended December 31, 2017, 20162019, 2018 and 2015

2017

(in thousands)

  2017  2016  2015 
          
Operating activities:            
Net income $67,821  $100,656  $71,578 
Adjustments to reconcile net income to net cash provided by operating activities:            
Equity in undistributed loss (earnings) of the subsidiaries  23,167   (65,867)  (2,688)
Depreciation, amortization and accretion  36   23   26 
Loss on prepayment of debt  -   -   754 
Stock-based compensation  5,827   4,496   4,403 
Change in assets and liabilities:            
Other assets  1,184   14,305   515 
Other liabilities  (758)  (8,268)  1,087 
Net cash provided by operating activities  97,277   45,345   75,675 
             
Investing activities:            
Payment for acquisition  (11,034)  (11,209)  (76,893)
Purchases of premises and equipment  (708)  -   (12)
Purchase of available for sale securities  -   (1,125)  - 
Sales and paydowns of securities available for sale  -   -   250 
Net cash used in investing activities  (11,742)  (12,334)  (76,655)
             
Financing activities:            
Repayment of long-term debt  (75,000)  -   (48,521)
Proceeds from issuance of long-term debt  -   -   83,924 
Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock  (1,701)  (1,189)  (1,483)
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans  450   366   303 
Retirement of preferred stock  -   (9,992)  - 
Repurchase of common stock  -   (13,659)  - 
Cash dividends on common stock  (26,210)  (15,849)  (14,822)
Cash dividends on Series H preferred stock  -   (46)  (50)
             
Net cash (used in) provided by financing activities  (102,461)  (40,369)  19,351 
             
Net change in cash  (16,926)  (7,358)  18,371 
             
Cash at beginning of year  42,980   50,338   31,967 
             
Cash at end of year $26,054  $42,980  $50,338 

129

 2019 2018 2017
Operating activities: 
  
  
Net income$185,721
 $166,111
 $67,821
Adjustments to reconcile net income to net cash provided by operating activities:     
Equity in undistributed (earnings) loss of the subsidiaries(186,708) (18,055) 23,167
Stock-based compensation9,360
 6,057
 5,827
Change in assets and liabilities:     
Other assets(3,022) 1,777
 1,220
Other liabilities2,080
 3,124
 (758)
Net cash provided by operating activities7,431
 159,014
 97,277
Investing activities:     
Payment for acquisition(52,093) (84,499) (11,034)
Purchases of premises and equipment
 (364) (708)
Purchases of debt securities available-for-sale and equity securities(3,000) (2,489) 
Proceeds from sales and maturities of debt securities available-for-sale and equity securities83
 
 
Net cash used in investing activities(55,010) (87,352) (11,742)
Financing activities:     
Repayment of long-term debt(250) (7,424) (75,000)
Proceeds from issuance of long-term debt, net of issuance costs
 98,188
 
Cash related to shares withheld to cover payroll taxes upon vesting of restricted stock units(1,686) (1,998) (1,701)
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans2,193
 679
 450
Proceeds from exercise of stock options212
 142
 
Repurchase of common stock(13,020) 
 
Cash dividends on common stock(53,044) (41,634) (26,210)
Net cash (used in) provided by financing activities(65,595) 47,953
 (102,461)
Net change in cash(113,174) 119,615
 (16,926)
Cash at beginning of year145,669
 26,054
 42,980
Cash at end of year$32,495
 $145,669
 $26,054



127

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

(26)Subsequent Events

Debt Issuance

On January 18, 2018, United issued $100 million of 4.5% Fixed to Floating Rate Subordinated notes due January 30, 2028 (the “Notes”). The Notes will initially bear interest at a rate of 4.500% per annum, payable semi-annually in arrears, with interest commencing on the issue date, to, but excluding, January 30, 2023, and, thereafter, payable quarterly in arrears at an annual floating rate equal to three-month LIBOR as determined for the applicable quarterly period, plus 2.120%. The notes are callable after five years and qualify as Tier 2 regulatory capital.


(26) Subsequent Events

Dividends Declared

On February 7, 2018,5, 2020, United’s Board of Directors approved a regular quarterly cash dividend of $0.12$0.18 per common share. The dividend is payable April 5, 20186, 2020, to shareholders of record on March 15, 2018.

Acquisition of NLFC Holding Corp.

On February 1, 2018, United completed its previously announced acquisition of NLFC Holdings Corp. (“NLFC”) and its wholly-owned subsidiary, Navitas Credit Corp (“Navitas”)16, 2020. Navitas is a specialty lending company providing equipment finance credit services to small and medium-sized businesses nationwide.


Stock Repurchases
As of December 31, 2017, NLFCFebruary 26, 2020, United had total assets of $410repurchased 331,482 shares totaling $9.40 million and loans of $377 million.

Under the terms of the merger agreement, NLFC shareholders received $130 million in total consideration, $84.5 million of which was paid in cash and $45.7 million was paid in Unitedduring 2020 through its common stock. United issued 1.44 million shares pursuant to the acquisition.

The acquisition will be accounted for as a business combination, subject to the provisions of ASC 805-10-50,Business Combinations. Due to the timing of the acquisition, management is currently in the process of completing the purchase accounting and has not made all of the remaining disclosures required by ASC 805-10-50, such as the fair value of assets acquired and supplemental pro forma information, which will be disclosed in subsequent filings.

In January 2018, after announcement of its intention to acquire Navitas but prior to the completion of the acquisition, United purchased $19.9 million in loans from Navitas in a transaction separate from the business combination.

stock repurchase plan.


128



130
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

United did not have any change in or disagreements with its accountants on any matters of accounting principles or practices or financial statement disclosure.

ITEM 9A.        CONTROLS AND PROCEDURES.

ITEM 9A.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures

United’s

Our management, including theour Chief Executive Officer and Chief Financial Officer, supervised and participated incarried out an evaluation of the company’s disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of December 31, 2017.

2019.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective in accumulating and communicating information to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosures of that information under the SEC’s rules and forms and that the disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

December 31, 2019.

Changes in Internal Control Over Financial Reporting

No changes were made to United’sour internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fourth quarter of 20172019 that materially affected, or are reasonably likely to materially affect, United’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 20172019 is included in Part II, Item 8 of this reportReport under the heading “Management’s Report on Internal Control Over Financial Reporting.”

Our independent auditors have issued an audit report on management’s assessment of internal controls over financial reporting. This report entitled “Report of Independent Registered Accounting Firm” is included in Part II, Item 8 of this Report under the heading “Report of Independent Registered Public Accounting Firm.”

ITEM 9B.        OTHER INFORMATION.

There were no items required to be reported on Form 8-K during the fourth quarter of 2017 that were not reported on Form 8-K.

131

None.


129



PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

(a) Information Regarding Directors and Executive Officers. The information required by this Item 10 regarding our directors and director nominees contained under the headings “Information Regarding Nomineescaptions “Who are the nominees this year?” and Other“Are there any family relationships between any of the directors, executive officers or nominees,” in each case under the heading “Proposal 1: Election of Directors”, “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2020 Proxy Statement to be used in connection with the solicitation of proxies for United’s 2018 Annual Meeting of Shareholders, to be filed with the SEC, is incorporated herein by reference. Pursuant to instruction 3the instructions to paragraph (b) of Item 401 of Regulation S-K, information relating to theour executive officers of United is included in Part I, Item 1 of this report.

ITEM 11.EXECUTIVE COMPENSATION.

The informationReport.


(b)  Compliance with Section 16(a) of the Exchange Act.  Information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act is contained under the caption “Delinquent Section 16(a) Reports” under the heading “Compensation of Executive Officers and Directors”“Security Ownership” in the 2020 Proxy Statement, to be used in connection with the solicitation of proxies for United’s 2018 Annual Meeting of Shareholders, to be filed with the SEC,which information under such caption is incorporated herein by reference.

(c)  Code of Business Conduct and Ethics.  We have adopted a Corporate Code of Ethics (“Code”). This Code is posted on the “Corporate Governance” section of our Internet website at www.ucbi.com. If we choose to no longer post such Code, we will provide a free copy to any person upon written request to Corporate Secretary, United Community Banks, Inc., 125 Highway 515 East, Blairsville, Georgia 30512. We intend to provide any required disclosure of any amendment to or waiver from such Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our Internet website located at www.ucbi.com promptly following the amendment or waiver. We may elect to disclose any such amendment or waiver in a Current Report on Form 8-K filed with the SEC either in addition to or in lieu of the website disclosure. The information contained on or connected to our Internet website is not incorporated by reference into this Report and should not be considered part of this or any other report that we file with or furnish to the SEC.

(d)  Procedures for Shareholders to Recommend Director Nominees.  There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
(e)  Audit Committee Information.  Information required by this Item 10 regarding our Audit Committee and our audit committee financial experts may be found under the captions “What functions are performed by the Audit, Compensation, and Nominating Committees” and “Does United have an audit committee financial expert serving on its Audit Committee,” in each case under the heading “Corporate Governance” in the 2020 Proxy Statement, which information pertaining to the audit committee and its membership and audit committee financial experts under such captions is incorporated herein by reference.
ITEM 11.EXECUTIVE COMPENSATION.
The information required by Item 11 regarding director and executive officer compensation, the Compensation Committee Report, the risks arising from our compensation policies and practices for employees, pay ratio disclosure, and compensation committee interlocks and insider participation is contained under the captions “Director Compensation” and “Executive Compensation ” in the 2020 Proxy Statement and is incorporated herein by reference.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


The information contained under the heading “Principal and Management Shareholders”“Security Ownership” and the “Equity Compensation Plan Information” table in the 2020 Proxy Statement to be used in connection with the solicitation of proxies for United’s 2018 Annual Meeting of Shareholders, to be filed with the SEC, is incorporated herein by reference.  For purposes of determining the aggregate market value of United’s voting stock held by nonaffiliates, shares held by all directors and executive officers of United have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be “Affiliates” of United as defined by the SEC.


ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item 13 regarding certain relationships and related transactions is contained under the heading “Corporate Governance – Certain Relationshipscaption “Transactions With Management and Related Transactions”Others” in the 2020 Proxy Statement, to be used in connection with the solicitation of proxies for United’s 2018 Annual Meeting of Shareholders, to be filed with the SEC,which information under such heading is incorporated herein by reference.

The information required by this Item 13 regarding director independence is contained under the caption “Director Independence” in the 2020 Proxy Statement, which information under such caption is incorporated herein by reference.

130



ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.


The information required by Item 14 regarding fees we paid to our principal accountant and the pre-approval policies and procedures established by the Audit Committee of our Board of Directors is contained under the heading “Other Matters – Independent Registered Public Accountants”caption “Fees Paid to Auditors” in the 2020 Proxy Statement, to be used in connection with the solicitation of proxies for United’s 2018 Annual Meeting of Shareholders, to be filed with the SEC,which information under such caption is incorporated herein by reference.

132


131



PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)1.
Financial Statements.
  The following consolidated financial statements are located in Item 8 of this report:
  Report of Independent Registered Public Accounting Firm
  Consolidated Statements of Income - Years ended December 31, 2017, 2016,2019, 2018, and 20152017
  Consolidated Balance Sheets - December 31, 20172019 and 20162018
  Consolidated Statements of Changes in Shareholders’ Equity - Years ended December 31, 2017, 2016,2019, 2018, and 20152017
  Consolidated Statements of Cash Flows - Years ended December 31, 2017, 2016,2019, 2018, and 20152017
  Notes to Consolidated Financial Statements

2.
Financial Statement Schedules.

Schedules to the consolidated financial statements are omitted, as the required information is not applicable.

3.Exhibits.

The following exhibits are required to be filed with this report by Item 601 of Regulation S-K:

Exhibit No.Exhibit
   
2.1 Agreement and Plan of Merger, dated April 22, 2015, by and between Palmetto Bancshares, Inc. and United Community Banks, Inc. (incorporated herein by referenceSchedules to Exhibit 2.1 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 001-35095, filed with the SEC on April 22, 2015).consolidated financial statements are omitted, as the required information is not applicable.
   
2.23.Agreement and Plan of Merger, dated January 27, 2015, by and between United Community Banks, Inc. and MoneyTree Corporation (incorporated herein by reference to Exhibit 2.1 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 001-35095, filed with the SEC on January 28, 2015)
   
2.3 Agreement and Plan of Merger, dated April 4, 2016, by and between United Community Banks, Inc. and Tidelands Bancshares, Inc. (incorporated herein by referenceThe exhibits required to Exhibit 2.1 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 001-35095,be filed with this Report by Item 601 of Regulation S-K are set forth in the SEC on April 4, 2016)Exhibit Index below:
EXHIBIT INDEX
Exhibit No.
Exhibit
   
 
2.5Agreement and Plan of Merger, dated April 19, 2017, by and between United Community Banks, Inc. and HCSB Financial Corporation (incorporated herein by reference to Exhibit 2.1 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 000-26995, filed with the SEC on April 21, 2017).
   
 
   
 
   
 

 133 

 


4.5
 
   
 
   
 
4.8 
10.1United Community Banks, Inc.’s Profit Sharing Plan, amended and restated as of January 1, 2001 (incorporated herein by reference to Exhibit 4.3 to United Community Banks, Inc.’s Registration Statement on Form S-8, File No. 333-86876, filed with the SEC on April 24, 2002).*
   
10.2-- Amendment No. 1Pursuant to Item 601(b)(4)(iii)(A), other instruments that define the rights of holders of the long-term indebtedness of United Community Banks, Inc.’s Profit Sharing Plan, dated as and its subsidiaries that does not exceed 10% of March 15, 2002 (incorporated herein by referenceUnited’s consolidated assets have not been filed; however, United agrees to Exhibit 4.4furnish a copy of any such agreement to United Community Banks, Inc.’s Registration Statement on Form S-8, File No. 333-86876, filed with the SEC on April 24, 2002).*upon request.
   
10.310.1 Split-Dollar Agreement between United Community Banks, Inc. and Jimmy C. Tallent dated June 1, 1994 (incorporated herein by reference to Exhibit 10.11 to United Community Banks, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 0-21656).*.#
   
 

10.5 
   
 

134

10.7Form of Change in Control Severance Agreement by and between United Community Banks, Inc. and Jefferson L. Harrelson, Bill Gilbert, and Rob Edwards (incorporated herein by reference to Exhibit 10.1 to United Community Banks, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2017, File No. 35095, filed with the SEC on May 5, 2017).*
10.8United Community Banks, Inc.’s Amended and Restated Modified Retirement Plan, effective as of January 1, 2005 (incorporated herein by reference to Exhibit 10.10 to United Community Banks, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-21656, filed with the SEC on February 27, 2009).*
10.9United Community Banks, Inc.’s Amended and Restated Deferred Compensation Plan, effective as of January 1, 2005 (incorporated herein by reference to Exhibit 10.11 to United Community Banks, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-21656, filed with the SEC on February 27, 2009).*
10.10United Community Banks, Inc. Amended and Restated Dividend Reinvestment and Share Purchase Plan (incorporated herein by reference to Exhibit 4 to United Community Banks, Inc.’s Registration Statement on Form S-3D, File No. 333-197026, filed with the SEC on June 25, 2014).*
10.11United Community Banks, Inc. Employee Stock Purchase Plan, effective as of December 20, 2005 (incorporated herein by reference to Exhibit 4 to United Community Banks, Inc.’s Registration Statement on Form S-8, File No. 333-130489, filed with the SEC on December 20, 2005).*
10.12United Community Banks, Inc.’s Management Incentive Plan, effective as of January 1, 2007 (incorporated herein by reference to Exhibit 10.5 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 000-21656, filed with the SEC on May 1, 2007).*
10.13Amendment No. 2 to United Community Banks, Inc.’s Amended and Restated 2000 Key Employee Stock Option Plan dated March 20, 2012 (incorporated herein by reference to Exhibit 10.1 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 001-35095, filed with the SEC on May 24, 2012).*#
   
 
   
 
10.16Credit Agreement, dated as of January 7, 2014, between United Community Banks, Inc. and Synovus Bank, as amended (incorporated herein by reference to Exhibit 10.1 to United Community Banks, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2017, File No. 001-35095, filed with the SEC on August 4, 2017).

10.17Form of Incentive Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.15 to United Community Banks, Inc.’s Form 10-K for the year ended December 31, 2014, File No. 001-35095, filed with the SEC on February 27, 2015).*
10.18Form of Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.16 to United Community Banks, Inc.’s Form 10-K for the year ended December 31, 2014, File No. 001-35095, filed with the SEC on February 27, 2015).*
10.19Form of Restricted Stock Unit Award Agreement for Directors (incorporated herein by reference to Exhibit 10.19 to United Community Banks, Inc.’s Form 10-K for the year ended December 31, 2016, File No. 001-35095, filed with the SEC on February 27, 2017).*

10.20Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.20 to United Community Banks, Inc.’s Form 10-K for the year ended December 31, 2016, File No. 001-35095, filed with the SEC on February 27, 2017).*

135

10.21Form of Restricted Stock Unit Award for Key Employees (incorporated herein by reference to Exhibit 10.21 to United Community Banks, Inc.’s Form 10-K for the year ended December 31, 2016, File No. 001-35095, filed with the SEC on February 27, 2017).*
10.22Amendment No. 4 to United Community Banks, Inc.’s Amended and Restated 2000 Key Employee Stock Option Plan dated March 18, 2016 (incorporated herein by reference to Exhibit 10.1 to United Community Banks, Inc.’s Current Report on Form 8-K, File No. 001-35095, filed with the SEC on June 23, 2016).*#
   
 


   
 
   
 
   
 
101.INS** XBRL Report Instance Document
   
101.SCH** XBRL Taxonomy Extension Schema Document
   
101.CAL** XBRL Taxonomy Calculation Linkbase Document
   
101.LAB** XBRL Taxonomy Label Linkbase Document
   
101.PRE** XBRL Presentation Linkbase Document
   


101.DEF** 

XBRL Taxonomy Extension Definition Linkbase Document 

104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


*
#Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.arrangement.
**Indicates filed or furnished herewith.

ITEM 16.FORM 10-K SUMMARY.

Not applicable.

136


135



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, United has duly caused this annual report on Form 10-K, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blairsville, State of Georgia, on the 27th day of February, 2018.

2020.

UNITED COMMUNITY BANKS, INC.

(Registrant)

/s/ Jimmy C. TallentH. Lynn Harton /s/ Jefferson L. Harralson
Jimmy C. TallentH. Lynn Harton Jefferson L. Harralson
ChairmanPresident and Chief Executive Officer Executive Vice President and Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
   
/s/ Alan H. Kumler  
Alan H. Kumler  
Senior Vice President, Chief Accounting Officer  
(Principal Accounting Officer)  


136



POWER OF ATTORNEY AND SIGNATURES

Know all men by these presents, that each person whose signature appears below constitutes and appoints Jimmy C. TallentH. Lynn Harton and Thomas A. Richlovsky, or either of them, as attorney-in-fact, with each having the power of substitution, for him in any and all capacities, to sign any amendments to this annual report on Form 10-K and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of United and in the capacities set forth and on the 27th5th day of February, 2018.

2020.
/s/ Jimmy C. TallentH. Lynn Harton /s/ Kenneth L. Cathy CoxDaniels
Jimmy C. TallentH. Lynn Harton Kenneth L. Cathy CoxDaniels
Chairman, President, and Chief Executive Officer Director
(Principal Executive Officer)  
   
/s/ Jefferson L. Harralson /s/ Kenneth L. DanielsLance F. Drummond
Jefferson L. Harralson Kenneth L. DanielsLance F. Drummond
Executive Vice President and Chief Financial Officer Director
(Principal Financial Officer)  
   
/s/ Alan H. Kumler /s/ W.C. Nelson, Jr.Jennifer Mann
Alan H. Kumler W.C. Nelson, Jr.Jennifer Mann
Senior Vice President, Chief Accounting Officer Director
(Principal Accounting Officer)  
   
/s/ H. Lynn HartonThomas A. Richlovsky /s/ David C. Shaver
H. Lynn HartonDavid C. Shaver
President, Chief Operating Officer and DirectorDirector
/s/ Thomas A. Richlovsky/s/ Tim Wallis
Thomas A. Richlovsky Tim WallisDavid C. Shaver
Lead Independent Director Director
   
/s/ Robert Blalock /s/ Tim Wallis
Robert BlalockTim Wallis
DirectorDirector
/s/ L. Cathy Cox/s/ David H. Wilkins
Robert BlalockL. Cathy Cox David H. Wilkins
Director Director

137


EXHIBIT INDEX

Exhibit No.Description
21Subsidiaries of United.
23Consent of Independent Registered Public Accounting Firm.
24Power of Attorney of certain officers and directors of United (included on Signature Page).
31.1Certification by Jimmy C. Tallent, Chairman and Chief Executive Officer of United Community Banks, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification by Jefferson L. Harralson, Executive Vice President and Chief Financial Officer of United Community Banks, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

138

137